8-K
WATTS WATER TECHNOLOGIES INC (WTS)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): **** May 17, 2023
WATTS WATER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
|---|---|---|---|---|
| Delaware | | 001-11499 | | 04-2916536 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
815 Chestnut Street , North Andover , Massachusetts **** 01845
(Address of Principal Executive Offices) (Zip Code)
( 978 ) 688-1811
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | <br><br> | |
|---|---|---|
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.10 per share | WTS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07Submission of Matters to a Vote of Security Holders
(a)The 2023 Annual Meeting (the “2023 Annual Meeting”) of Watts Water Technologies, Inc., a Delaware corporation (the “Company”), was held on Wednesday, May 17, 2023.
(b)The results of the voting on the proposals considered at the 2023 Annual Meeting were as follows:
Proposal 1: Election of Directors
Each of the following nine persons was elected as a Director of the Company for a term expiring at the Company's 2024 Annual Meeting of Stockholders and until such Director's successor is duly elected and qualified.
The voting results were as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Christopher L. Conway | 74,830,157 | 8,948,201 | 970,505 |
| Michael J. Dubose | 74,803,081 | 8,975,277 | 970,505 |
| David A. Dunbar | 75,015,664 | 8,762,694 | 970,505 |
| Louise K. Goeser | 74,833,550 | 8,944,808 | 970,505 |
| W. Craig Kissel | 70,435,938 | 13,342,420 | 970,505 |
| Joseph T. Noonan | 83,228,237 | 550,121 | 970,505 |
| Robert J. Pagano, Jr. | 82,441,102 | 1,337,256 | 970,505 |
| Merilee Raines | 74,250,602 | 9,527,756 | 970,505 |
| Joseph W. Reitmeier | 74,989,200 | 8,789,158 | 970,505 |
Proposal 2: Advisory Vote on Named Executive Officer Compensation
The results of the non-binding advisory vote on the compensation paid to the Company’s named executive officers were as follows:
| | | |
|---|---|---|
| | Number of votes cast for the proposal: | 82,289,273 |
| | Number of votes cast against the proposal: | 1,454,147 |
| | Number of abstentions: | 34,938 |
| | Number of broker non-votes: | 970,505 |
Proposal 2, having received the affirmative vote of the holders of 98.2% of the votes present or represented by proxy and entitled to vote at the 2023 Annual Meeting, was approved on an advisory basis.
Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The results of the non-binding advisory vote on the frequency of future advisory votes to approve named executive officer compensation were as follows:
| | | |
|---|---|---|
| | One Year: | 83,010,507 |
| | Two Years: | 13,305 |
| | Three Years: | 730,142 |
| | Abstain: | 24,404 |
| | Broker non-votes: | 970,505 |
“One Year,” having received the affirmative vote of the holders of 99.1% of the votes present or represented by proxy and entitled to vote at the 2023 Annual Meeting, was approved on an advisory basis.
Proposal 4: Approval of Amendment to Certificate of Incorporation
The results of the vote to approve an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers of the Company with respect to certain breaches of an officer’s duty of care were as follows:
| | | |
|---|---|---|
| | Number of votes cast for the proposal: | 68,757,577 |
| | Number of votes cast against the proposal: | 14,994,737 |
| | Number of abstentions: | 26,044 |
| | Number of broker non-votes: | 970,505 |
Proposal 4, having received the affirmative vote of the holders of 79.0% of the votes represented by the outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a class, was approved.
Proposal 5: Ratification of Independent Registered Public Accounting Firm
The votes regarding the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 were as follows:
| | | |
|---|---|---|
| | Number of votes cast for the proposal: | 82,835,890 |
| | Number of votes cast against the proposal: | 1,896,354 |
| | Number of abstentions: | 16,619 |
| | Number of broker non-votes: | 0 |
Proposal 5, having received the affirmative vote of the holders of 97.7% of the votes present or represented by proxy and entitled to vote at the 2023 Annual Meeting, was approved.
| (d) | As indicated above, at the 2023 Annual Meeting, “One Year” received the highest number of votes cast on Proposal 3. In accordance with the stockholder voting results, and consistent with the recommendation of the Company’s Board of Directors in the Proxy Statement for the 2023 Annual Meeting, the Company’s Board of Directors has determined that future advisory votes on named executive officer compensation will occur every year until the next required vote on the frequency of stockholder votes on the compensation of executives at the 2029 Annual Meeting of Stockholders. |
|---|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 19, 2023 | WATTS WATER TECHNOLOGIES, INC. | |
|---|---|---|
| By: | /s/ Kenneth R. Lepage | |
| Kenneth R. Lepage | ||
| General Counsel, Chief Sustainability Officer<br><br>& Secretary |