Zurn Elkay Water Solutions Corp
For the period ended May 1, 2025. Filed Mar 13, 2025.
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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 1, 2025 · Filed Mar 13, 2025
Contents
PROXY STATEMENT HIGHLIGHTS
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 highly-engaged, independent board that possesses a broad variety of 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 25 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 four individuals to serve as directors for a three-year term ending in 2028.
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 our unwavering 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 2025, we conducted our annual outreach campaign to further understand specific questions, concerns and priorities of our stockholders with regard to this proposal. Details on the outreach campaign and stockholder feedback are discussed beginning on page 7.
Proposal 3: The third proposal is a vote to approve an amendment to, and restatement of, the Performance Incentive Plan to increase the number of authorized shares under the Performance Incentive Plan and to make certain other corresponding changes to certain limitations in the Plan.
Proposal 4: The fourth proposal is ratification of the selection of EY as our independent registered public accounting firm for 2025. 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” PROPOSALS 1, 2, 3 AND 4.
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