Zurn Elkay Water Solutions (ZWS) Proxy filing summary

Executive summary

• Achieved 8% organic growth, 13% Adjusted EBITDA growth to $442M, and $317M free cash flow in 2025, all record levels.

• Increased dividend by 22%, repurchased $165M in shares, and reduced net debt to historic lows.

• Stock price rose 25% in 2025, reflecting strong business performance.

• Continued focus on sustainable water solutions, product innovation, and community engagement.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2029: Thomas D. Christopoul, Emma M. McTague, and Peggy N. Troy.

• Advisory vote to approve executive compensation as disclosed in the proxy.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; CEO is the only non-independent director.

• Five new directors added since 2019; 30% female representation.

• Annual board and committee evaluations; mandatory director resignation if not receiving majority vote.

• One share, one vote structure; majority standard for mergers and amendments.