DEF 14A: Zurn Elkay Water Solutions Sets Date for Annual Stockholders Meeting, Outlines Key Proposals

Zurn Elkay Water Solutions Corporation will hold its annual meeting of stockholders on May 2, 2024, to vote on director elections, executive compensation, an employee stock purchase plan, and auditor ratification.

Summary

• Zurn Elkay Water Solutions Corporation will hold its annual meeting of stockholders on May 2, 2024, to vote on several key proposals.
• Stockholders will elect three directors for three-year terms expiring in 2027: Todd A. Adams, George C. Moore, and Rosemary Schooler.
• An advisory vote will be held to approve the compensation of the company's named executive officers.
• Stockholders will also vote on the frequency of future advisory votes on executive compensation.
• A proposal to approve the Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan (ESPP) is on the agenda, which allows eligible employees to purchase company stock at 85% of the fair market value.
• The selection of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2024, will be ratified.
• The board recommends voting FOR all director nominees, FOR the executive compensation proposal, FOR annual advisory votes on executive compensation, FOR the ESPP, and FOR the auditor ratification.
• The company engaged with stockholders representing approximately 67% of outstanding common stock to gather feedback on corporate governance, executive compensation, and sustainability.
• The board considered this feedback and determined that current practices generally reflect stockholder sentiment.

Sentiment

Score: 8

Explanation: The document presents a positive outlook, highlighting achievements, strategic initiatives, and commitment to sustainability and stakeholder value. The tone is optimistic and confident, reflecting a strong belief in the company's future prospects.

Positives

• The company is focused on building a diverse and engaged board.
• Executive compensation is performance-based and aligned with stockholder interests.
• The Employee Stock Purchase Plan (ESPP) is supported as a way to grow employee ownership.
• The company is committed to sustainability and has received recognition for its efforts.
• The company repurchased $125 million of shares in 2023.
• The company increased its quarterly dividend by 14 percent in 2023.
• The company launched a combined lead and PFOA/PFOS (PFAS) reducing filter for bottle fillers and filtered faucets in 2023.
• The company saved an estimated 31 billion gallons of water in 2023.
• Elkay water bottle fillers have prevented the use of more than 84 billion single-use plastic water bottles since 2012.

Risks

• The document mentions potential risks related to cybersecurity, noting that a material security breach could impede the company's ability to carry on business in the normal course.
• The company is subject to an increasing number of evolving data privacy and security laws and regulations that impose requirements on us.
• Failure to comply with such laws and regulations could result in the imposition of fines, penalties and other costs.

Future Outlook

The company is energized and excited about the challenges and opportunities ahead and is confident they can and will succeed with continued stockholder support.

Management Comments

• Our long-term approach has always been and will continue to be building value in the collective best interest of all our stakeholders, including stockholders, associates, customers, suppliers, sales and distribution partners and, especially, our global environment.
• One year into the Zurn Elkay combination, the benefits from the transaction are clear, as we realized the expected synergy savings as well as the significant growth opportunity in clean filtered drinking water.
• Our team is stronger than ever, unified and focused on a sole mission around the delivery of the most important natural resource in the world: cleaner, safer water.

Industry Context

The document highlights the company's role in addressing water scarcity and providing sustainable water solutions, aligning with broader industry trends focused on environmental responsibility and resource management.

Comparison to Industry Standards

• The document references a peer group of companies including Advanced Drainage Systems, Badger Meter, Franklin Electric, and Watts Water Technologies, suggesting a benchmark against similar firms in the water technology and manufacturing sectors.
• The CEO's compensation structure, with a high percentage of performance-based equity, is compared to the peer group, indicating a commitment to aligning executive pay with company performance.
• The company's sustainability efforts are benchmarked against industry standards, including the Sustainability Accounting Standards Board (SASB) reporting framework and the UN Global Compact principles.

Stakeholder Impact

• Stockholders: The document outlines proposals that directly impact stockholder value and governance.
• Employees: The Employee Stock Purchase Plan (ESPP) and compensation discussions affect employee benefits and incentives.
• Customers: The company's focus on sustainable water solutions and new product innovations benefits customers.
• Communities: The company's water stewardship efforts and community support initiatives positively impact the communities where it operates.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to engage with stockholders and consider their feedback.
• The company will continue to improve its sustainability strategy by regularly reviewing its goals and the key performance indicators that help us measure our progress.

Key Dates

Keywords

stockholders, compensation, directors, governance, employee, meeting, Elkay, Zurn, vote, board