Xylem Inc.
For the period ended May 14, 2026. Filed Mar 30, 2026.
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May 14, 2026 · Filed Mar 30, 2026
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A** INFORMATION**
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Xylem Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
301 Water Street SE
Washington, DC 20003
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| Dear Shareholders,Xylem is committed to delivering on both purpose and performance, and in 2025, we excelled on both fronts. This year, Xylem achieved record results — clear evidence that our company’s transformation is gaining momentum. We surpassed $9 billion in revenues, set a new benchmark for profitability, and exceeded all of our 2025 customer sustainability goals ahead of schedule. These results reflect not only strong execution but also a fundamentally stronger Xylem. | | On behalf of the Board of Directors, we invite you to attend Xylem’s 2026 Annual Meeting of Shareholders. The meeting will be held at 8.00 a.m. ET on May 14, 2026. It will be held entirely online via live webcast at:www.virtualshareholdermeeting.com/XYL2026 |
Transformation driving performance
This performance is the outcome of two years of focused transformation. We have sharpened Xylem’s purpose, simplified our operating model, and built a culture that empowers teams while holding them accountable for results. We have made significant progress modernizing our systems and embedding an ‘80/20’ mindset throughout the Company. Collectively, this work has created tighter alignment across the organization around the priorities that matter most to our customers and to you, our shareholders. In the coming year, this transformation will continue as we execute our ERP program, accelerate our 80/20 initiatives, and make thoughtful moves to optimize our portfolio. These actions strengthen our focus, improve execution speed, and enhance profitability. They are foundational to delivering sustainable, profitable growth.
Building the next phase of profitable growth
With stronger operational foundations in place, we are amplifying our focus on profitable growth. In 2026, while continuing to expand margins, we are investing deliberately in sales force effectiveness, marketing, product management and innovation. Our objective is to create a simpler, faster and more customer-obsessed Xylem that delivers both exceptional customer value and sustained, above-market profitable growth.
To support this next phase, we are also investing in scaling Xylem’s leadership capacity. Our Leadership Accelerator is developing our top 150 leaders through a rigorous program, with each cohort mentored by a member of the Executive Leadership Team. These leaders will, in turn, guide the next layer of talent across the organization, reinforcing the capabilities required to scale growth and performance together.
All of these leaders are receiving intensive training in artificial intelligence (“AI”), a major focus area for the coming year. We have also established a central AI team to drive initiatives aimed at positioning Xylem as an industrial leader in successful AI adoption, many of which are already generating promising outcomes throughout the company.
Water as the foundation of the new economy
The widespread adoption of AI is creating attractive growth opportunities in the water sector. At this year’s World Economic Forum, Xylem launched a report highlighting how AI adoption is driving a sharp increase in water use across data centers, semiconductor manufacturing and power generation, with demand in these sectors projected
to rise by 130% over the coming years. AI literally runs on water, and its growth is intensifying pressure on watersheds and elevating concerns around water scarcity.
Our research shows that investments in smart water infrastructure and water reuse can expand supply to accommodate AI-driven water demand. Because Xylem serves municipal utilities and industrial water users in roughly equal measure, we are uniquely positioned to help customers navigate these challenges. Working with our customers and stakeholders, we believe rising water demand can be met through technologies, partnerships, and solutions that reduce losses, improve reuse, and create greater affordability and resilience.
As water becomes an increasingly strategic resource, Xylem’s solutions enable growth and innovation while strengthening water security for communities. This is where our purpose and strategy converge.
Performance and purpose: inseparable by design
Purpose lies at the heart of the high-impact culture we have established at Xylem and makes us not only a more sustainable company but also strengthens our competitive edge.
Every leak we help utilities stop, every gallon of water we help industries recycle, and every dollar of capital cost we help customers avoid contributes to a more water-secure world. As a result, our financial performance and our sustainability impact reinforce each other.
In a year of record financial results, Xylem was also recognized by Barron’s as one of America’s most sustainable companies 1. In addition to exceeding all four of our 2025 Customer Sustainability Goals ahead of schedule, we continued to improve our operational sustainability, achieving 100% process water and waste recycling across our major facilities. And, in the time since we set our 2025 Sustainability Goals, our employees contributed more than one million volunteer hours to their communities, principally in water-related causes. ________________________________________
Two years ago, we set higher expectations for Xylem’s performance. Two years on, our results are tracking to deliver on that framework. Xylem is faster, more focused, and well positioned to create durable value by scaling sustainable growth — now and well into the future.
Thank you for your continued investment and partnership.
Sincerely,
Robert F. FrielBoard ChairMatthew F. PinePresident & Chief Executive Officer
1 https://www.barrons.com/lists-rankings/top-sustainable-companies
301 Water Street SE
Washington, DC 20003
Notice of 2026 Annual Meeting of Shareholders
March 30, 2026
| Date and Time | Thursday, May 14, 2026, at 8:00 a.m. ET | |
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| Virtual Meeting | www.virtualshareholdermeeting.com/XYL2026 | |
| Agenda | 1.Election of nine director nominees named in the Proxy Statement2.Ratification of appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 20263.Advisory vote to approve the compensation of our named executive officers4.Implementation of the Xylem Inc. 2026 Employee Stock Purchase Plan5.Transact such other business as may properly come before the meeting | |
| Record Date | March 19, 2026 | |
| Mailing or Availability Date | Beginning on March 30, 2026, this Notice of Annual Meeting and the 2026 Proxy Statement are being mailed and made available to shareholders of record as of March 19, 2026. | |
| Voting by Proxy | YOUR VOTE IS VERY IMPORTANT. Whether or not you attend the virtual Annual Meeting, we urge you to vote in advance of the Annual Meeting by one of the following methods. Make sure you have your proxy card, voting instruction form, or notice of internet availability in hand and follow the instructions.❖By Phone: In the U.S. or Canada, vote toll-free by calling 1-800-690-6903❖By Internet: Go to www.proxyvote.com❖By Mail: Mark, date and sign your proxy card or voting instruction form and return it in the envelope provided.In the event you attend and participate in the virtual Annual Meeting, you may, if so desired, revoke the proxy by voting your shares during the meeting. | |
| Attending the Virtual-Only Annual Meeting | Shareholders who wish to attend and participate in the virtual Annual Meeting, including to vote, should review the “Voting and Meeting Information” section (starting on page 80) for details on how to do so. |
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| | By Order of the Board of Directors, |
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| | Kelly C. O’SheaVP, Chief Corporate Counsel and Corporate Secretary |
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting:
Our 2026 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 will be available
online at www.proxyvote.com and are currently available on our website at www.xylem.com under “Investors.”
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.