xyl-20250110

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 10, 2025

XYLEM INC.

(Exact name of registrant as specified in its charter)

Indiana

001-35229

45-2080495

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

301 Water Street SE

20003

Washington

(Address of principal executive offices)

(Zip Code)

(202) 869-9150

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange of which registered

Common Stock, par value $0.01 per share

XYL

New York Stock Exchange

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))


☐			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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 10, 2025, Jeanne Beliveau-Dunn informed the Board of Directors (the “Board”) of Xylem Inc. (the “Company”) of her decision not to stand for re-election as a Director of the Company at the Company’s 2025 annual meeting of shareholders (“2025 Annual Meeting”). Ms. Beliveau-Dunn’s decision not to stand for re-election is not because of any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. Ms. Beliveau-Dunn will continue to serve on the Board until the time of the 2025 Annual Meeting. Effective as of Ms. Beliveau-Dunn’s departure, the size of the Board shall be reduced to nine members.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.			Description

104.0			The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

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.

XYLEM INC.

Date: January 15, 2025

By:

/s/ Kelly C. O'Shea

Kelly C. O'Shea

Vice President, Chief Corporate Counsel and Corporate Secretary
(Authorized Officer of Registrant)

Xylem Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits