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Xylem Inc.

For the period ended Mar 31, 2025. Filed Mar 31, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 31, 2025 · Filed Mar 31, 2025

XYL$97.83-2.2%Stored close · as of Nov 6, 2026
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2025 Proxy Statement Summary

PROXY SUMMARY

Xylem’s Proxy Statement was prepared in connection with the solicitation of proxies by the Board of Directors of Xylem Inc. (“Xylem” or the “Company”) for the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). This summary includes highlights of information contained elsewhere in this document or in our Annual Report on Form 10-K for the year ended December 31, 2024 ("Form 10-K"). We encourage you to read the entire Proxy Statement and Form 10-K before you vote.

2025 ANNUAL MEETING OF SHAREHOLDERS

Date and TimeTuesday, May 13, 2025, at 8:00 a.m. ET
Location of MeetingOnline virtual meeting at www.virtualshareholdermeeting.com/XYL2025. Shareholders will need to enter their 16-digit control number included on their Notice of Internet Availability or proxy card in order to participate.
Record DateMarch 17, 2025
VotingShareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.

MEETING AGENDA AND VOTING RECOMMENDATIONS

1.Election of the nine directors named in the Proxy StatementFOR(each nominee)8
2.Ratification of the appointment of Deloitte & Touche LLP for 2025FOR19
3.Advisory vote to approve named executive officer compensationFOR22
4.Shareholder Proposal: Shareholder proposal on the ownership threshold for calling a special meeting of shareholdersAGAINST23

HOW TO CAST YOUR VOTE

Your vote is important! Please cast your vote and play a part in the future of Xylem. You may vote using any of the following methods if you were a shareholder of record as of the close of business on March 17, 2025. In all cases, you should have your 16-digit control number from your Notice of Internet Availability or proxy card available and follow the instructions.

InternetBefore the Annual Meeting at www.proxyvote.comCall 1-800-690-6903Toll-free from the U.S. or CanadaMailMark, date and sign your proxy card or voting instruction form and return it in the envelope providedVirtual MeetingOnly if you are an eligible shareholder or beneficial owner and have registered and obtained a legal proxy
Please refer to the enclosed proxy material or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.

Record orders over $8.7B (reported) supporting a $5B backlog •Drove above market growth by executing on our record backlog and achieving Evoqua revenue synergies•Exited 2024 at $130M cost synergy run rate, tracking ahead of schedule to achieve $140M 3-year target•Accelerated margin expansion through targeted efforts to simplify our businesses and take complexity out of our processes and structure, all to streamline our organization, strengthen our competitive positioning and enable us to better serve our customers•Expanded our 80/20 and systems modernization journey to increase operational productivity, which will further bolster margin expansion and position us for more profitable growth•Realigned segments to more efficiently realize revenue synergies•Returned $350m in capital to shareholders with our 2024 dividends•Deeply activated our high-impact culture•Enhanced our competitive position with the acquisition of a majority stake in Idrica, our joint venture partner and a leader in water data management and analytics•Achieved an Injury Frequency rate of 0.52, a >14% improvement YOY•Announced our new 2030 sustainability goals aimed at decarbonizing the water sector, accelerating water stewardship, and advancing water security•Impacted our communities with 79% of our 23,000 colleagues globally volunteering >220,000 hours for Xylem Watermark, our corporate social responsibility program

SPOTLIGHT: 2024 Performance Highlights

2024 PERFORMANCE HIGHLIGHTS

Xylem’s 23,000 colleagues around the globe are united by our purpose: to empower our customers and communities to build a more water-secure world. 2024 was a year of significant transition and transformation and also one in which we set new high-water marks across most of our key financial metrics.

*Non-GAAP financial measures that exclude certain items. For a description of the items excluded from non-GAAP measures and reconciliations of GAAP to non-GAAP, please see Appendix A.

STRATEGY

Our overarching strategy is to help customers solve the world's greatest water challenges with innovative products, services and solutions to deliver sustainable economic, social and environmental benefits. Our Strategic Pillars guide where and how we focus our efforts and resources to implement this strategy. Our culture is critical to delivering on our purpose and we made significant progress in 2024 in cultivating our high-impact culture through sustained activation at all levels of the organization.

Customer CentricityWe are putting the needs and experiences of our customers at the forefront of everything we do, including by listening and understanding their challenges, leveraging the 80/20 principle, creating synergies to enhance customer value, streamlining our operations, and equipping our sales teams with tools, training and insights.
Profitable GrowthOur goal is to deliver consistent financial performance that benefits our shareholders and supports our long-term vision, building a stable and prosperous future for the company. We prioritize profitable growth, including by applying the 80/20 principle, leveraging strategic investments and partnerships, implementing strategic pricing, and focusing on the most impactful opportunities to create significant value.
Operational ExcellenceWe are committed to being a leading operator and running our company with discipline, maintaining operations that are streamlined and consistently aligned with our strategic goals. We do this including by applying the 80/20 principle, modernizing our systems, and implementing lean continuous improvement practices.
Sustainability LeadershipWe strive to be a sustainability leader by integrating sustainability into our business strategy, with a strong emphasis on advancing favorable long-term financial and sustainability outcomes for our customers through our solutions, while minimizing our environmental impact, promoting resource conservation and supporting customers and the communities we serve together.
High-Impact CultureTo better serve our customers and create value for our shareholders, we have activated our high-impact culture through three high-impact behaviors: inspired to innovate, accountable to deliver and empowered to lead.

While our strategy will evolve in response to the changing world, our four values are the enduring principles that go to the heart of who we are and guide how we conduct ourselves each day:

Respect, Responsibility, Integrity, Creativity

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to sound corporate governance that promotes the long-term interests of our shareholders and other stakeholders, strengthens Board and management accountability, and helps enhance trust in the Company. The “Corporate Governance” section describes our governance framework, which includes the following highlights:

What's New?Simplification and continuous improvement is a mindset we bring to all aspects of our Company, including corporate governance, sustainability, culture, compensation and risk management. We regularly review and implement improvements to these aspects of our Company that benefit our shareholders and other stakeholders. This year’s updates include:•Updated Corporate Governance Principles to clarify that director candidates nominated by shareholders are considered in same manner as other candidates•Realigned oversight of workplace respect and environment, moving responsibility from the Nominating & Governance Committee to the Leadership Development & Compensation Committee ("LDCC") in line with committee's broader human capital oversight•Refreshed our Insider Trading and 10b5-1 Plans Policy - see page 48•Conducted targeted shareholder engagement seeking feedback on potential 2025 executive compensation plan design changes
Board Matters•All current directors are independent except our Chief Executive Officer (90%)•Independent Board Chair•Overall 2024 Board and committee meeting attendance of >97%•All directors elected annually•Robust director nominee identification and selection process•Board with mix of experience, skills, qualifications, attributes, perspectives and backgrounds•Balanced mix of new and more experienced directors, with ~33% of the director nominees’ tenure >6 years and ~66% <6 years•3 fully independent Board committees•Directors may not stand for re-election after age 72•Board and committee oversight of strategy, risk, cybersecurity, and human capital matters•Board oversight of our sustainability approach, including regular management updates to the Nominating & Governance Committee•Regular executive sessions of only the independent directors of the Board and each committee •Annual Board and committee self-assessments, with periodic facilitation by a third-party advisor •Comprehensive orientation program for new directors
Shareholder Matters•Majority voting with a director resignation policy for directors in uncontested elections•Shareholder proxy access right•Regular engagement with shareholders•Shareholders have the right to call special meetings•Annual “Say-on-Pay”•One class of stock•No poison pill

We value the views of our shareholders and believe that fostering positive relationships with our shareholders is critical to our long-term success. To help management and the Board understand and consider the issues that matter most to our shareholders, we regularly engage with shareholders on a range of topics related to the Company's performance, strategy for long-term growth, governance profile, compensation philosophy, and sustainability and value creation for society. See “Shareholder Engagement Program” in the “Corporate Governance” section for more information.

DIRECTOR NOMINEES HIGHLIGHTS

8 of 9Nominees are independent4 of 9Nominees have origins outsidethe U.S.5 of 9Nominees have CEO experience6.3Years Average Tenure

1 Based on information provided by each director nominee. Global Origin indicates where director nominees were born and raised. Average tenure as of Annual Meeting date, May 13, 2025.

Earl R. Ellis EVP & CFO, ABM Industries Inc.5912023C*
Robert F. FrielFormer Chairman, President & CEO, PerkinElmer Inc.Chair*6922012
Lisa GlatchFormer President, LNG and Net-Zero Solutions and Chief Sustainability Officer, Sempra Infrastructure62320233
Victoria D. HarkerFormer EVP & CFO, TEGNA Inc.6032011*
Mark D. MorelliPresident & CEO, Vontier Corp.6122022C
Jerome A. PeribereFormer President & CEO, Sealed Air7022013C
Matthew F. PinePresident & CEO, Xylem Inc.CEO53222024
Lila TretikovPartner, Head of Artificial Intelligence Strategy, New Enterprise Associates4722020
Uday Yadav CEO, TK Elevator6212020
  • = Financial Expert C = Committee Chair ** Ages shown as of the date of the 2025 Annual Meeting

1 Indicates total number of public company boards on which the nominee currently serves.

2 Mr. Pine will join the board of Trane Technologies plc effective April 1, 2025.

3 Served on Evoqua Water Technology Corporation's Board of Directors from 2020 until Xylem's acquisition on May 24, 2023.

SUSTAINABILITY HIGHLIGHTS

As a leading global water technology company, we address one of the world’s most urgent sustainability challenges – responsible stewardship of our shared water resources. We approach sustainability as a way to generate economic value while also creating value for society. We leverage sustainability in our decision-making as we focus on long-term value creation for our shareholders, customers, employees and the communities in which we operate.

Sustainability is at the core of our business strategy, reflecting our belief that strong financial performance and sustainability go hand in hand. By developing innovative products and solutions that enable our customers and communities to build a more water-secure world, we not only create economic value but also drive positive change for both people and the planet.

We build strong partnerships committed to sustainability across our entire value chain. Engaging suppliers, colleagues, customers, and other partners in practices that support a healthy business ecosystem is key to driving positive change across the industry. Through our actions, we demonstrate our unwavering commitment to environmental stewardship and social responsibility — proving that sustainability is not just part of our business but fundamental to our strategy and our long-term success.

EXECUTIVE COMPENSATION HIGHLIGHTS

We provide our named executive officers (“NEOs”) with short- and long-term compensation opportunities that encourage performance to enhance shareholder value while avoiding excessive risk-taking. Our LDCC aligns our NEOs’ compensation with shareholder interests through a balanced and competitive equity program design that uses a mix of restricted stock units, performance share units and stock options. A significant portion of our NEOs’ pay is performance-based, capped and not guaranteed, and in 2024 made up approximately 88% and 72% of total direct compensation for our Chief Executive Officer ("CEO") and other NEOs, respectively (see charts below). In 2024, we received shareholder support of 82.7% in our Say-on-Pay advisory vote. See “2024 Say-on-Pay Advisory Vote and Shareholder Engagement" in the “Compensation Discussion and Analysis” section.

2024 NEO Total Direct Compensation Mix**:

**Percentage of pay shown is based on annual target compensation (base salary, target annual incentive compensation and target long-term incentive compensation) and excludes any one-time awards granted upon hire.

What We Do Pay-for-performance Double-trigger change of control provision Peer group selection Annual compensation risk assessment Proactive management of share utilization Compensation benchmarkingü Clawback provisions per policy and equity grant agreements Balanced compensation design Stock ownership guidelines Insider trading policy Engage an independent compensation consultantü Annual “Say-on-Pay” shareholder vote
What We Don’t Do✘ No executive perquisites ✘ No special retirement benefits for NEOs✘ No tax gross-ups✘ No fixed-term employment contracts✘ No repricing of stock options or cash buy-outs of underwater stock options✘ No pledging, hedging or shorting permitted

PROPOSALS TO BE VOTED ON AT THE 2025 ANNUAL MEETING

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.