Zurn Elkay Water Solutions Corp

This section highlights selected information in this proxy statement. Please review the entire document before voting.

Voting Recommendations from the Zurn Elkay Board

Proposal 1: Zurn Elkay has a long-standing focus on building a diverse, highly-engaged, independent board that possesses the necessary skills, experiences, and qualifications to effectively oversee the business and the short- and long-term interests of our stockholders. Biographies for each of the nominees standing for election begin on page 21 and include descriptions of their occupation, experience, qualifications and skills. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has nominated the three individuals to serve as directors for a three-year term ending in 2027.

Proposal 2: The second proposal is an advisory vote to approve the compensation of the named executive officers. The compensation program elements are set on the principles of performance-based pay. The mix of cash and equity incentives are strongly tied to the financial performance of the Company, which align with the short- and long-term interests of our stockholders. The compensation program is reviewed by the Compensation Committee and includes considerations of competitive benchmarking and general input by our independent compensation consultant, Willis Towers Watson (“WTW”). In 2022 and again in 2023, we confirmed our focus on stockholder input by engaging in an outreach program to further understand specific questions, concerns and priorities. Details on the outreach campaign and stockholder feedback are discussed beginning on page 7.

Proposal 3: The third proposal is an advisory vote to approve the frequency of future advisory votes to approve the compensation of the Company’s named executive officers. The Company’s executive compensation programs are designed to drive long-term stockholder value. We believe that advisory votes to approve the compensation of the NEOs should be held every year so that our stockholders may annually express their views on our programs. The Company considers this input as it assesses whether these programs are appropriately motivating employees and driving stockholder value.

Proposal 4: The fourth proposal is a vote to approve the Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan (“ESPP”). The Employee Stock Purchase Plan would allow eligible employees to purchase shares of our common stock at eighty five percent (85%) of the fair market value. The number of common shares available for purchase under the ESPP will be 2,000,000 shares, subject to adjustment in the event of a change in capitalization. We believe that an ESSP helps our ability to maintain a competitive position in attracting, retaining and motivating talented personnel, that the ability to participate in the ESPP is an attractive feature for our employees and potential employees, and that an ESPP further aligns the interests of employees and stockholders.

Proposal 5: Finally, the fifth proposal is ratification of the selection of EY as our independent registered public accounting firm for 2024. The Audit Committee is involved in the annual review and engagement of EY and believes their continued retention is in the best interests of the Company and its stockholders.

THE BOARD RECOMMENDS STOCKHOLDERS VOTE “FOR” 1, 2, 4, and 5 AND “FOR” 1 YEAR ON PROPOSAL 3.