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Xylem Inc.

For the period ended May 14, 2026. Filed Mar 30, 2026.

View on SEC.gov

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.

May 14, 2026 · Filed Mar 30, 2026

XYL$97.83-2.2%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

2026 Proxy Statement Summary

2026 ANNUAL MEETING OF SHAREHOLDERS

Date and TimeThursday, May 14, 2026, at 8:00 a.m. ET
Location of MeetingOnline virtual meeting at www.virtualshareholdermeeting.com/XYL2026. 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 19, 2026
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

Proposal · ​ · BoardRecommendation · PageReference
1.Election of the nine directors named in the Proxy StatementFOR(each nominee)8
2.Ratification of the appointment of Deloitte & Touche LLP for 2026FOR20
3.Advisory vote to approve named executive officer compensationFOR23
4.Implementation of Employee Stock Purchase PlanFOR24

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 below if you were a shareholder of record as of the close of business on March 19, 2026. 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.com​Call 1-800-690-6903Toll-free from the U.S. or Canada​MailMark, date and sign your proxy card or voting instruction form and return it in the envelope provided​Virtual MeetingOnly if you are an eligible shareholder or beneficial owner and have registered and obtained a legal proxy
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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.

2025 PERFORMANCE HIGHLIGHTS

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Xylem’s ~22,000 colleagues around the globe are united by our purpose: to empower our customers and communities to build a more water-secure world. In 2025, we continued our transformation journey through updated divisional alignment and achieved record performance across most of our key financial metrics.

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Revenue​$9.0B, up 6% reported and 5% organicallyProfitability​Net income margin 10.6%, up 20 bpsAdj. EBITDA margin 22.2%, up 160bpsEPS​$3.92, up 7%; $5.08 (adj.), up 19%Cash Flow​13.7% operating cash flow margin10.2% adj. free cash flow margin

** 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.*

SPOTLIGHT: 2025 Performance Highlights

Record orders over $8.9B (reported) supporting a $4.6B backlog●Drove above market revenue growth and record adjusted EBITDA margin* through price and productivity●Exited 2025 at full $140M Evoqua cost synergy run rate, 1 year ahead of our 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●Transformed our operating model, driving significant structural cost savings through simplification, 80/20 and strategic categorization of divisions●Advanced our systems modernization journey to increase operational productivity, which will further bolster margin expansion and position us for more profitable growth·Returned $391M in capital to shareholders with our 2025 dividends·Advanced our high-impact culture●Announced the signing of a definitive agreement to divest our international metering business, expected to close Q1 2026, to drive higher profitability and greater focus on our North America metering business●Achieved an Injury Frequency rate of 0.43, a >17% improvement YOY●Achieved the Carbon Disclosure Project A-list for Climate Change, reinforcing our leadership in environmental stewardship and translating meaningful progress into best-in-class reporting●Impacted our communities with 81% of our ~22,000 colleagues globally volunteering ~255,000 hours for Xylem Watermark, our corporate social responsibility program

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. We made significant progress in 2025 advancing our high-impact culture, which is critical to delivering on our purpose.

SPOTLIGHT: Our Strategic Pillars
CustomerCentricityWe 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.
ProfitableGrowthOur 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.
OperationalExcellenceWe are committed to being a leading operator and running our company with discipline, maintaining streamlined operations that are aligned with our strategic objectives. We do this by applying the 80/20 principle, modernizing our systems, implementing lean continuous improvement practices, and leveraging our Xylem Management System and Goal Deployment Process.
SustainabilityLeadershipWe 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-ImpactCultureTo 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. Our colleagues learn and innovate every day and understand their role in achieving our purpose and strategy.

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:

​​Independent Board ChairOverall 2024 Board and committee meeting attendance of >97%All directors elected annuallyRobust director nominee identification and selection processBoard with mix of experience, skills, qualifications, attributes, perspectives and backgroundsBalanced mix of new and more experienced directors, with ~33% of the director nominees’ tenure >6 years and ~66% <6 years3 fully independent Board committees​Board and committee oversight of strategy, risk, cybersecurity, and human capital mattersBoard oversight of our sustainability approach, including regular management updates to the Nominating & Governance CommitteeRegular executive sessions of only the independent directors of the Board and each committeeAnnual Board and committee self-assessments, with periodic facilitation by a third-party advisorComprehensive orientation program for new directors​
SPOTLIGHT: Corporate Governance 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:·Implementation of a director skills matrix (see page 9)·Consolidated oversight of all cybersecurity and product safety matters with the Board, with the Audit Committee retaining oversight of cybersecurity disclosures in regulatory filings ·Engaged a third-party to facilitate the 2025 annual Board assessment
Board Matters·All current directors are independent except our Chief Executive Officer (89%)·Independent Board Chair·Overall 2025 Board and committee meeting attendance of 100%·All directors elected annually·Robust director nominee identification and selection process·Board with a 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 facilitation by a third-party advisor for the 2025 assessments·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●Annual “Say-on-Pay”·Shareholders have the right to call special meetings·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 1

1Based on information provided by each director nominee. Global Origin indicates where director nominees were born and raised. Age and tenure as of Annual Meeting date, May 14, 2026.
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​ · ​ · ​ · ​ · ​ · ​ · # Public · ​ · Director · ​ · CommitteeMemberships
Name and Principal Occupation​ ​Independent​Age**​Boards1​Since​Audit​LDCC​NG
Earl R. EllisEVP & CFO, Panera Bread✓​60​1​2023​C*​​​​
Robert F. FrielFormer Chairman, President & CEO, PerkinElmer Inc.✓Chair*​70​2​2012​​​✓​​
Lisa GlatchFormer President, LNG & Net-Zero Solutions & Chief Sustainability Officer, Sempra Infrastructure✓​63​2​20232​✓​✓​​
Victoria D. HarkerFormer EVP & CFO, TEGNA Inc.✓*​61​3​2011​​​✓​✓
Mark D. MorelliPresident & CEO, Vontier Corp.✓​62​2​2022​✓​C​​
Jerome A. PeribereFormer President & CEO, Sealed Air✓​71​2​2013​​​​​C
Matthew F. PinePresident & CEO, Xylem Inc.CEO​54​2​2024​​​​​​
Lila TretikovPartner, Head of Artificial Intelligence Strategy, New Enterprise Associates✓​48​4​2020​✓​​​✓
Uday YadavCEO, TK Elevator✓​63​1​2020​✓​​​✓
*= Financial Expert C = Committee Chair ** Ages shown as of the date of the 2026 Annual Meeting
1Indicates total number of public company boards on which the nominee currently serves.
2Served 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 solutions company, we are dedicated to advancing sustainable impact and empowering people who make water work every day. We focus our sustainability efforts on one of the world’s most urgent sustainability challenges – responsible stewardship of our shared water resources. We view sustainability as a driver of economic value and a catalyst for positive societal outcomes. By embedding sustainability into our decision-making, we strive to create long-term value for our shareholders, customers, employees and communities.

SPOTLIGHT: Key 2025-2026 Sustainability Accomplishments

●Published our 2024 Sustainability Report
●Successfully completed our 2025 Sustainability Goals
●Announced additional 2030 Sustainability Goals focused on the water sector, accelerating water stewardship and advancing water security
●Strengthened community impact through Xylem Watermark, with ~81% of our 22,000 global colleagues contributing more than 255,000 volunteer hours
●Achieved CDP Climate Change A-List recognition
●Recognized by Corporate Knights as a global sustainability leader, earning a prominent place on the 2026 Global 100 list of the world’s most sustainable companies

We advance impact across our value chain through strong, collaborative partnerships rooted in integrity, accountability and shared responsibility. By engaging customers, colleagues, suppliers, and community partners, we promote environmental stewardship, social responsibility and resilient business practices. Through our operations, workforce, and community initiatives — including our Xylem Watermark program — we help build resilient, water-secure communities and reinforce sustainability as a core element of our strategy.

Through innovative products and technical expertise, we enable customers and communities to address critical water challenges such as scarcity, quality, resilience, affordability, and availability. Our solutions support reliable, efficient water and wastewater systems that protect public health, sustain essential services, and contribute to a more water-secure world for people and the planet.

EXECUTIVE COMPENSATION HIGHLIGHTS

We provide our named executive officers (“NEOs”) with short- and long-term compensation opportunities that encourage performance that enhances shareholder value creation 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 2025 made up approximately 89% and 73% of total direct compensation for our Chief Executive Officer (“CEO”) and other NEOs, respectively (see charts below). In 2025, we received shareholder support of 87% in our Say-on-Pay advisory vote. See “2025 Say-on-Pay Advisory Vote” in the “Compensation Discussion and Analysis” section.

2025 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).
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Spotlight: Executive Compensation Highlights
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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 benchmarking✓ Clawback provisions per policy and equity grant agreements​✓ Balanced compensation design✓ Stock ownership guidelines✓ Insider trading policy✓ Engage an independent compensation consultant✓ Annual “Say-on-Pay” shareholder vote
What We Don’t Do​✘ No special retirement benefits for NEOs✘ No tax gross-ups✘ No fixed-term employment contracts​✘ No repricing of stock options or cash buyouts of underwater stock options✘ No pledging, hedging or shorting permitted

PROPOSALS TO BE VOTED ON AT THE 2026 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.