Xylem (XYL) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2024: revenue up 16% to $8.56B, net income margin 10.4%, and EPS up 31%.

• Integrated Evoqua acquisition, delivering cost synergies ahead of schedule and realigned operating model for efficiency.

• Announced new 2030 sustainability goals, validated by SBTi, and published updated Climate Action Plan.

• Returned $350M to shareholders via dividends and buybacks, and took a majority stake in Idrica to expand digital water solutions.

Voting matters and shareholder proposals

• Election of nine director nominees, with 8 of 9 independent and 44% born outside the U.S.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay), with 82.7% support in 2024.

• Shareholder proposal to lower the threshold for calling special meetings from 25% to 10% ownership, opposed by the Board.

Board of directors and corporate governance

• Board is 90% independent, led by an independent Chair, with an average tenure of 6.3 years.

• Regular board refreshment, with 66% of nominees joining in the last five years.

• Board committees: Audit, Leadership Development & Compensation, and Nominating & Governance, all fully independent.

• Annual board and committee self-assessments, robust director orientation, and ongoing education.

• Shareholder rights include proxy access, majority voting, right to call special meetings (25% threshold), and no poison pill.