PROXY STATEMENT FOR 2023 ANNUAL MEETING 13

~~MATTERS TO BE VOTED ON~~

~~PROPOSAL ONE:~~

ELECTION OF DIRECTORS


Proposal One
Election of Ten Directors
			The Board recommends a vote FOR each nominee for director.

The Board of Directors

The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for identifying qualified candidates to serve on the Board and recommending nominees to be submitted to our stockholders for election at each annual ~~meeting of stockholders.~~meeting. After the Governance Committee completes its evaluation of candidates, it presents its recommendation to the Board for consideration and approval.

~~Gregory Hyland has served as our Executive Chairman since January 2017,~~We strive to maintain a diverse Board whose collective body of skills and previously served as our Chairman, President and CEO from January 2006 to January 2017. After these many years of distinguished service, Mr. Hyland will retire from the Board at the 2018 Annual Meeting. We would like to take this opportunity to thank Mr. Hyland for his many years of service to Mueller Water Products, its Board and stockholders. In connection with Mr. Hyland’s retirement, the Board will follow the recommendationexperience supports achievement of the ~~Governance Committee~~Company’s strategy. We work to balance industry expertise with independence and ~~reduce~~ the ~~size~~institutional knowledge of longer-tenured directors with the ~~Board from nine to eight members.~~

fresh perspectives brought by new directors. The Governance Committee uses a matrix of key skills and ~~experience~~experiences to evaluate candidates. The Governance Committee carefully reviews all directors and director candidates in light of these factors based on the context of the current and anticipated composition of the Board and our current and anticipated strategic and operating requirements. In reviewing a director candidate, the Governance Committee considers the following elements as qualifications required of all directors:



•Personal ethics and integrity •Independence			•Collaborative skills	• ~~Commitment~~
~~• Independence~~	• Interpersonal skills	•Commitment •Business acumen

The Governance Committee ~~does not expect or intend each director to have the same background, skills~~expects and ~~experience; instead, it expects~~intends the Board to be ~~composed~~comprised of directors with diverse backgrounds, skills and ~~experience.~~experiences. Although the Board does not have a formal policy regarding diversity, diversity is among the criteria considered by the Board when evaluating candidates. Diversity may include gender, race, ethnicity, geographic origin/foreign citizenship or personal, educational and professional experience. The Governance Committee further believes the backgrounds and qualifications of the directors, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will enhance the Board’s oversight role.

After sixteen years of distinguished service as a director on our Board, Bernard Rethore will retire from the Board at the 2023 Annual Meeting. Mr. Rethore has more than 30 years of experience at senior executive level positions with public manufacturing companies, including serving under various roles such as Chairman, President and Chief Executive Officer. Likewise, Mr. Rethore has shared his knowledge and experience with the boards of multiple public companies, as a member and chair of their executive, audit, compensation, environment, health and safety, governance and special committees. During his time with the Company, Mr. Rethore has served on multiple Board committees and as Chair of the Nominating and Corporate Governance Committee since 2015. His extensive management and board experience and broad perspective on matters involving business strategy, capital allocation, merger and acquisition opportunities and corporate governance have been instrumental in the Company’s success over the past sixteen years. We would like to take this opportunity to thank Mr. Rethore for his many years of service, oversight, guidance and dedication.

In connection with Mr. Rethore’s retirement, the Board will follow the recommendation of the Governance Committee and reduce the size of the Board from eleven to ten members upon Mr. Rethore’s retirement. See “Proposal One - Election of Ten Directors — The Board of Directors — Background to Solicitation” for information regarding additional Board activity.

14 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

Set forth below is a summary of the key ~~areas of~~ skills and experience reflected in our director nominees.

SKILLS & EXPERIENCE

AND LINK TO STRATEGY

Franklin

Hall

Hansen

~~Kolb~~

O’Brien

~~Rethore~~Ortiz

Sharritts

Slobodow

Thomas

Tokarz

Van Arsdell

~~CEO/Executive Leadership~~

Executive Leadership/CEO

Corporate Governance

Financial/Capital Allocation

Government and Regulatory Affairs

International Business

~~Marketing~~

Mergers and Acquisitions

Multiple-Part Manufacturing

~~Offshore Sourcing~~

Strategic Planning

~~Compliance/~~

Enterprise Risk Management

Human Capital Management

Environment, Health and Safety

Technology

~~Technology/Systems~~

Materials Science and Engineering

Environmental, Social and Governance (“ESG”)

Branding

~~Table of Contents~~

After evaluating each director and the composition of the full Board, the Governance Committee has recommended each ~~of the current Board members (other than Mr. Hyland)~~nominee identified above for election. If elected, each of the ~~eight~~ten individuals nominated for election to the Board will hold office until the ~~2019~~2024 Annual Meeting of Stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve as a director if elected. However, if for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board. In lieu of designating a substitute nominee, the Board, in its discretion, may reduce the number of directors.See “Proposal One - Election of Ten Directors — The Board of Directors — Background to Solicitation” for information regarding additional Board activity.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 15

ELECTION OF DIRECTORS

Information about the nominees, including information concerning their qualifications for office, is set forth below:




		Shirley C. Franklin President, Clarke-Franklin & Associates Age: 7277 Independent Director ~~since:~~ since2010 Committees:	Experience
	•President, Clarke-Franklin & Associates, Inc., a management consulting firm (1995 – present) •Co-founder, Authenticity Partners (2022 – present) •Executive Board ~~committees: Compensation, EHS~~Chair, Purpose Built Communities, Inc. (2011 – 2020) ~~Other~~•Mayor, Atlanta, Georgia (2002 – 2010)

	Qualifications
•Executive Leadership, Corporate Governance, Strategic Planning and Enterprise Risk Management expertise gained from her civic involvement and three-decade executive management career, as well as her public company ~~boards within~~and non-profit board experience. In recognition of her efforts in public service, the ~~last five years:~~John F. Kennedy Presidential Library awarded Mayor Franklin with its prestigious Profile in Courage Award, honoring her principled leadership and difficult decisions necessary for good governance. •Environment, Health and Safety experience displayed by her dedicated substantial effort to environmental, safety and health initiatives, including launching Atlanta’s Office of Sustainability and its first multi-year sustainability plan and driving over $7 billion dollars in improvements to Atlanta’s public water systems and airport and parks infrastructure. As a Board member of the Centers for Disease Control and Prevention (CDC) Foundation, Ms. Franklin oversaw the fundraising and disbursement of over $500 million during the COVID-19 pandemic and Ebola and monkeypox outbreaks. •Financial/Capital Allocation knowledge gained during her multi-decade career in the private sector and in public service, as she oversaw numerous complex capital projects, including the launch of the Atlanta Beltline and nearly $5 billion of investment in the city’s infrastructure. •Government and Regulatory Affairs expertise gained from her tenure as Mayor of Atlanta. •Mayor Franklin also provides expertise in Human Capital Management and Branding. •At Delta Air Lines, ~~Inc.~~Mayor Franklin oversaw a 592% TSR (+485% relative to the S&P 500) during her tenure as a director.

	Other Boards and Organizations
	•Director, Delta Air Lines (2011 – 2017) ~~Ms. Franklin serves as Executive~~ •Chair, of the board of directors of Purpose Built Communities, Inc., a national non-profit organization that works to transform struggling neighborhoods into sustainable communities. She also serves as Co-Chair of the Atlanta Regional Commission on Homelessness and as Chair of the board of directors of the National Center for Civil and Human ~~Rights. From 2002~~Rights •Board Member, Paul Volcker Alliance, a non-profit dedicated to ~~2010, Ms. Franklin served as mayor of~~public service missions •Board Member, CDC Foundation •Board Member on several other non-profit organizations including CF Foundation; Atlanta ~~Georgia. She earned a Bachelor of Science degree in sociology from~~Regional Commission on Homelessness; National Alliance for Public Charter Schools; and Purpose Built Schools Atlanta

	Education
	•BA, Sociology, Howard University ~~and a Master’s degree in sociology from the~~ •MA, Sociology, University of ~~Pennsylvania.~~ The Board considered Ms. Franklin’s record of civic involvement and significant executive management experience, which has spanned three decades. During her service as mayor of Atlanta, Ms. Franklin worked to rebuild the city’s water infrastructure.Pennsylvania

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

16 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS


J. Scott Hall President and CEO, Mueller Water Products Age: 5358 Director ~~since:~~ since2017 ~~Board committees: Executive~~ ~~Mr. Hall has served as our~~ Committees:			Experience
			•President and Chief Executive Officer, ~~since January 2017. He served as~~ Mueller Water Products (2017 – present) •President and CEO, ~~of Textron’s~~Textron Industrial segment ~~from December 2009 until January 2017. Mr. Hall joined Textron in 2001 as president of~~(2009 – 2017); President, Textron’s Greenlee business unit (2003 – 2009), President, Textron’s Tempo business unit, a multi-facility roll-up of communication test ~~equipment. He was named president of Greenlee in~~equipment (2001 – 2003 when Tempo became part of ~~the Greenlee business unit. Prior to joining Textron, Mr. Hall had~~Greenlee) •Held several leadership roles, including at General Cable, a leading manufacturer of wire and ~~cable. Mr. Hall~~cable, where he ran ~~General Cable’s~~the Canadian businesses before taking over responsibility for ~~General Cable’s~~the Global Communications ~~business. Mr. Hall received his Bachelor of Commerce degree from Memorial University of Newfoundland~~business

			Qualifications
			•Executive Leadership, International Business, Strategic Planning, Technology and Mergers and ~~his MBA from the University of Western Ontario Ivey School of Business.~~ ~~The Board considered Mr. Hall’s commercial experience and business leadership skills~~Acquisitions gained from his past and current positions in ~~management.~~management including thirteen years as a CEO of industrial and commercial companies, a communication test equipment producer and leadership of the Canadian and Global Communications businesses at General Cable. Throughout his career, Mr. Hall has been involved in both strategic acquisitions and organic product development within manufacturing companies. •Financial/Capital Allocation, Multiple-Part Manufacturing expertise from his oversight of business units and companies with billions of dollars in sales, as well as extensive understanding of Six Sigma and LEAN manufacturing processes. •Mr. Hall also brings expertise in Government and Regulatory Affairs, Enterprise Risk Management, Human Capital Management, Environment, Health and Safety, and Branding.

~~Table of Contents~~



			Other Boards and Organizations
			•Director, Altra Industrial Motion, Inc. (2020 – present)

			Education
			•BCom, Memorial University of Newfoundland •MBA, University of Western Ontario Ivey School of Business

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

PROXY STATEMENT FOR 2023 ANNUAL MEETING 17

ELECTION OF DIRECTORS


Thomas J. Hansen ~~Age: 68~~ ~~Director since: 2011~~ ~~Board committees: Audit, EHS~~ ~~Other public company boards: Standex International Corporation, Terex Corporation~~ ~~Until 2012, Mr. Hansen served as~~Former Vice Chairman, ofIllinois Tool Works Age:73 Independent Director since2011 Committees:			Experience
			•Vice Chairman (2006 – 2012); Executive Vice President with responsibility for Worldwide Metal and Plastic Fastener and Components businesses, Fluids & Polymers and Construction businesses, as well as its Industrial Metals and Plastic segment (1998 – 2006); President, Worldwide Metal Fastener and Components businesses (1993 – 1998); President North American Industrial and Automotive Fastener businesses (1990 – 1993); Vice President and General Manager, North American Industrial Metal Fastener and Buckle Divisions (1986 – 1990); General Manager, Shakeproof Industrial Products businesses (1983 – 1986); sales and marketing manager (1980 – 1983); Illinois Tool Works Inc. ~~(“ITW”),~~

			Qualifications
			•Executive Leadership, Financial/Capital Allocation, International Business, Strategic Planning, Enterprise Risk Management and Environmental, Health and Safety gained through his 32-year career at Illinois Tool Works in roles of increasing responsibility including oversight of manufacturing with various components (industrial metals, plastics, fluids & polymers). •Multi-Part Manufacturing expertise displayed throughout his career at Illinois Tool Works, a diversified manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. ~~He joined ITW in 1980~~ •Mergers and Acquisitions experience gained from overseeing various divestitures and acquisitions during his tenure as ~~a sales~~EVP and ~~marketing manager~~Vice Chairman of ~~the Shakeproof Industrial Products businesses. From 1998 to 2006,~~ Illinois Tool Works. •Mr. Hansen ~~served~~also provides expertise in Corporate Governance, Human Capital Management, and Branding. •At CDW Corp., Mr. Hansen oversaw a 56% TSR (+20% relative to the S&P 500) during his tenure as ~~Executive Vice President of ITW. He earned~~director.

			Other Boards and Organizations
			•Lead Independent Director, Standex International Corporation (2013 – present) •Director, Terex Corporation (2008 – present) •Director, Gill Industries Inc., a ~~Bachelor of Science degree in marketing from~~privately held corporation (2014 – 2018) •Director, CDW Corp. (2005 – 2008)

			Education
			•BS, Marketing, Northern Illinois University ~~and a Master of Business Administration degree from~~ •MBA, Governors State ~~University.~~ ~~The Board considered Mr. Hansen’s experience as a senior executive of a large diversified industrial manufacturing company that faces many of the economic, social and governance issues we face.~~University

Chair

~~Jerry W. Kolb~~

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

18 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

~~Age: 81~~

~~Director since: 2006~~

~~Board committees: Audit (Chair), Governance, Compensation~~

~~Other public company boards within the last five years: Walter Energy, Inc.~~

From 1986 to 1998, Mr. Kolb served as a Vice Chairman of Deloitte & Touche LLP, a registered public accounting firm. He is a certified public accountant. Mr. Kolb earned a Bachelor of Science degree in accountancy, with highest honors, from the University of Illinois and a Master of Business Administration degree from DePaul University.

The Board considered Mr. Kolb’s broad perspective in accounting and financial reporting matters and his extensive experience in audit, finance and compensation matters and in executive management based on his 41-year career with Deloitte & Touche.



	Mark J. O’Brien ~~Age: 74~~ ~~Director since: 2006~~ ~~Board committees: Executive and ex officio member of all other standing committees~~ ~~Other public company boards within the last five years:~~Former Chairman & CEO, Walter Investment Management ~~Corp.~~ ~~Mr. O’Brien serves as our Lead Director. He served as~~ Age:79 Independent Director since2006 Committees:	Experience
•Chairman ofand Chief Executive Officer, Walter Investment Management Corp. (formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer ~~from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015. Mr. O'Brien has served as~~ (2009 – 2015) •President and Chief Executive Officer, of Brier Patch Capital and Management, Inc., a real estate management and investment firm ~~since 2004. He served~~(2004 – 2009) •Served in various executive capacities ~~at Pulte Homes, Inc., a home building company, for 21 years, retiring as~~including President and Chief Executive Officer, Pulte Homes, Inc., a homebuilding company (1982 – 2003)

Qualifications
•Executive Leadership and Corporate Governance gained through his tenure as the CEO of three different real estate companies in ~~2003.~~ the homebuilding, property investment, and mortgage finance verticals. •Financial/Capital Allocation and Strategic Planning expertise from his decades at Pulte Homes, where, as part of the senior management team, company revenues tripled to $7.5 billion and earnings per share rose by 450 percent. •Mergers and Acquisitions experience from overseeing the acquisitions of Residential Capital’s mortgage business and Green Tree Servicing (October 2012 and March 2011) during his tenure as CEO of Walter Investment Management. •Mr. ~~O'Brien earned~~O’Brien also brings expertise in Government and Regulatory Affairs, International Business, Enterprise Risk Management, Human Capital Management and Branding. •At Pulte Homes Mr. O’Brien oversaw a ~~Bachelor of Arts degree in history from~~40% TSR during his tenure (+54% relative to the S&P 500).

Other Boards and Organizations
•Director, Ditech Holding Corp. (previously Walter Investment Management) (2009 – 2017)

Education
•BA, History, University of ~~Miami.~~Miami ~~The Board considered Mr. O’Brien’s knowledge of capital markets, municipal finance and the homebuilding and real estate sectors of the economy.~~

~~Table of Contents~~

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

PROXY STATEMENT FOR 2023 ANNUAL MEETING 19

ELECTION OF DIRECTORS


Christine Ortiz Morris Cohen Professor of Materials Science and Engineering, Massachusetts Institute of Technology Age:52 Independent Director since2019 Committees:			Experience
			•Morris Cohen Professor of Materials Science and Engineering (present); Dean for Graduate Education (2010 – 2016); Massachusetts Institute of Technology •Author of more than 200 scholarly publications and received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded by President George W. Bush •Founder, Station1; an innovative, nonprofit, higher education educational institution

			Qualifications
			•Multiple-Part Manufacturing, Technology and Materials Science and Engineering knowledge through her background as a dean and career as a distinguished scientist and engineer whose research focuses on multi-scale mechanics of structural materials, materials design, nanotechnology, additive manufacturing and computational materials. •Executive Leadership, Strategic Planning and Branding experience gained through her experience as a founder of Station1 innovative higher education educational institution and Massachusetts Institute of Technology’s Dean for Graduate Education. At Station1, Dr. Ortiz has partnered with over 90 technology-focused startup companies, social enterprises, and non-profit organizations on research and development projects. As Dean, she supported over 7,000 graduate students in 45 graduate degree programs across 5 academic schools. •Dr. Ortiz also provides expertise in Financial/Capital Allocation, Government and Regulatory Affairs, Enterprise Risk Management, Environment, Health and Safety, International Business and Environmental, Social and Governance.

			Other Boards and Organizations
			~~Bernard G. Rethore~~•Director, Enovis Corporation (2022 – present)

			Education
			•BS, Materials Science and Engineering, Rensselaer Polytechnic Institute •MS, Materials Science and Engineering, Cornell University •PhD, Materials Science and Engineering, Cornell University

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

20 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS


Jeffery S. Sharritts EVP and Chief Customer and Partner Officer, Cisco Age: 54 ~~Age: 76~~Independent Director since2021 ~~Director since: 2006~~ ~~Board committees: Audit, Governance (Chair), Executive~~Committees: ~~Other public company boards within the last five years: Dover Corp., Walter Energy, Inc., Belden, Inc.~~			Experience
			Mr. Rethore has served as Chairman Emeritus of Flowserve Corporation, a manufacturer of pumps, valves, seals and components, since 2000. From January 2000 to April 2000, he served as Flowserve’s Chairman. Mr. Rethore had previously served as its Chairman,•Executive Vice President and Chief ~~Executive Officer. In 2008, Mr. Rethore was honored by the Outstanding Directors Exchange as an Outstanding Director~~Customer and Partner Officer at Cisco (2022 – present); Senior Vice President of the ~~Year, and~~Americas (2018 – present); Senior Vice President, U.S. Commercial Sales (2014 – 2018); served in ~~2012, he was designated a Board~~several executive sales roles, joined in 2000; Cisco

			Qualifications
			•Executive Leadership, ~~Fellow by the National Association of Corporate Directors. He earned a Bachelor of Arts degree~~Strategic Planning, Technology and Branding experience gained through his extensive experience in ~~Economics (Honors) from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, where he was a Joseph P. Wharton Scholar and Fellow.~~ ~~The Board considered Mr. Rethore’s more than 30 years of experience at~~ senior executive level positions and particular expertise related to sales and marketing of technology-driven products and related services. •Financial/Capital Allocation, Government and Regulatory Affairs, Human Capital Management and International Business experience gained through his role as Senior Vice President of the Americas for Cisco, where he managed a business unit with more than $29 billion of annual sales in 49 countries, oversaw products in both commercial and public ~~manufacturing~~sector verticals and was central to helping expand Cisco’s commercial sales model to Canada and Latin America.

			Other Boards and Organizations
			•Advisory Board Member, Georgia Chamber of Commerce •Advisory Board Member, Metro Atlanta Chamber of Commerce

			Education
			•BS, Business Administration, The Ohio State University

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

PROXY STATEMENT FOR 2023 ANNUAL MEETING 21

ELECTION OF DIRECTORS


Brian L. Slobodow Operating Partner, Operational Resource Group Age:54 Independent Director since2022 Committees:	Experience
	•Operating Partner, Operational Resource Group, whose clients include a leading middle-market private equity firm (2021 – present) •Operating Executive, Golden Gate Capital (2015 – 2020), where he gained extensive experience on management teams, serving as the Chief Operating Officer of Atrium (2013 – 2015), Chief Executive Officer, Chief Administrative Officer, and a director of U.S. Silica Company (2011 – 2013) and President and Chief Operating Officer of Neways International (2007 – 2011), all of which are former Golden Gate Capital portfolio companies •Vice President, Global Supply Chain (2006 – 2007), Chief Procurement Officer (2005 – 2006) and Director, Contract Manufacturing (2003 – 2005), Johnson & Johnson •Principal, A.T. Kearney (2000 – 2003)

	Qualifications
	•Executive Leadership/CEO, Corporate Governance and Financial/Capital Allocation, through his years of experience as an executive at Golden Gate Capital and in executive leadership at a number of the firm’s portfolio companies. •International Business, Multiple-Part Manufacturing and Strategic Planning, gained through his over 30 years of operations expertise while in various roles at Johnson & Johnson and his ~~service on~~executive leadership at Golden Gate Capital portfolio companies. •Environment, Health & Safety and Environmental, Social and Governance through his experience as CEO of U.S. Silica where Mr. Slobodow lead the ~~boards~~development of ~~multiple public companies, as a member~~the company’s initial ESG strategy and ~~chair~~release of ~~their executive, audit, compensation, environment, health~~U.S. Silica’s inaugural ESG annual report. •Mr. Slobodow also brings expertise in Government and ~~safety, governance~~Regulatory Affairs, Mergers and ~~special committees. His extensive management experience makes him a valuable contributor to the Board on matters involving business strategy, capital allocation~~Acquisitions, Enterprise Risk Management, Technology, Materials Science and ~~merger~~ Engineering and ~~acquisition opportunities.~~ Branding.

		Other Boards and Organizations
	•Director, Marmic Fire and Safety, a full-service fire protection company based in Joplin, MO (2021 – present) •Director, ANGUS Chemical Company (2018 – 2020) •Director, Cole-Parmer (2018 – 2019) •Director, Springs Window Fashion (2016 – 2018)

	Education
	•BS, Industrial and Manufacturing Engineering, University of Rhode Island •MBA, Massachusetts Institute of Technology Sloan School of Management

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

22 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS


Lydia W. Thomas ~~Age: 73~~Former President & CEO, Noblis Age:78 Independent Director ~~since:~~ since2008 ~~Board committees: Governance, EHS (Chair)~~ ~~Other public company boards: Washington Mutual Investors Fund~~Committees: ~~Other public company boards within the last five years: Cabot Corporation~~			Experience
			~~Dr. Thomas served as~~ •President and Chief Executive Officer, of Noblis, Inc., a public interest scientific research, technology and strategy company ~~from 1996 to 2007. She was previously with~~(1996 – 2007) •Senior Vice President and General Manager (1992 – 1996); Vice President (1989 – 1992); Technical Director (1982 – 1989); The MITRE Corporation, Center for Environment, Resources and Space ~~serving as Senior Vice~~ •Founding Member appointed by President Bush, Homeland Security Advisory Council (2002 – 2016)

			Qualifications
			•Executive Leadership, Corporate Governance, Financial/Capital Allocation, Government and ~~General Manager from 1992 to 1996, Vice President from 1989 to 1992~~Regulatory Affairs, Strategic Planning, Enterprise Risk Management, Environment, Health and Technical Director from 1982 to 1989. In 2013, she was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. Dr. Thomas earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University Safety and ~~a Doctor of Philosophy degree in cytology from Howard University.~~ ~~The Board considered Dr. Thomas’~~ Technology expertise gained through her extensive experience at senior executive level positions and particular expertise related to information technology and environment, health and safety ~~matters.~~matters as well as her service on numerous government advisory committees focused on health and safety, technology and climate. In 2013, Dr. Thomas was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. •Mergers and Acquisitions experience gained from overseeing the acquisitions of Gill/Balsano Consulting and Jennings Ryan & Kolb (October 2004) as Noblis CEO •Dr. Thomas also provides expertise in International Business, Human Capital Management and Branding. •At Cabot, Dr. Thomas oversaw a TSR of 1,055% (+367% relative to the S&P 500) during her tenure as a director.

			Other Boards and Organizations
			•Member, Constant Associates Inc. Advisory Board (2020 – Present) •Member, Council on Foreign Relations (2011 – Present) •Emerita Member, Charles Stark Draper Laboratory •Director, Cabot Corporation (1994 – 2017) •Director, Washington Mutual Investors Fund (2010 – 2019) •Member, Governor’s Commission on Climate Change, Commonwealth of Virginia (2007 – 2008) •Senior Advisor, Northern Virginia Technology Council (2012 – 2017) •Director, Northern Virginia Technology Council (2003 – 2012) •Member, Virginia Governor’s Higher Education Summit Steering Committee (1994 – 1998) •Member, Virginia Research and Technology Advisory Committee (1990 – 1998)

			Education
			•BS, Zoology, Howard University •MS, Microbiology, American University •PhD, Cytology, Howard University

~~Table of Contents~~

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

PROXY STATEMENT FOR 2023 ANNUAL MEETING 23

ELECTION OF DIRECTORS


	Michael T. Tokarz ~~Age: 68~~Chairman, Tokarz Group Age:73 Independent Director ~~since:~~ since2006 ~~Board committees: Compensation (Chair), Governance, Executive~~ ~~Other public company boards: MVC Capital, Inc. (Chairman)~~Committees: ~~Other public company boards within the last five years: Walter Energy, Inc., Dakota Growers Pasta Company, IDEX Corporation, CNO Financial Group, Inc., Walter Investment Management Corp.~~	Experience
~~Since 2002, Mr. Tokarz has served as a member~~•Chairman of the Board, Tokarz Group, LLC, an investment ~~company. From 1996 until 2002, Mr. Tokarz served as~~company (2002 – present) •Co-Founder, Public Pension Capital, a private equity fund (2014 – present) •General Partner, New York Administrative Partner, a member of the ~~limited liability company that serves as~~company’s first Portfolio Management Committee and head of the ~~general partner of~~commercial banking industry group, Kohlberg Kravis Roberts & Co. L.P.~~, a~~ (KKR) (1985 – 2002)

Qualifications
•Executive Leadership, Financial/Capital Allocation and Strategic Planning experience gained during his multi-decade private equity ~~company.~~career, where he oversaw various investment transaction structures, including leveraged buyouts, debt restructurings, and financings. At KKR, Mr. Tokarz was involved in the firm’s investments in such companies as Beatrice Foods, Safeway, and the Bank of New England. •Corporate Governance and Enterprise Risk Management experience gained through his service on multiple public-company boards in the financial services, insurance, and industrial sectors. In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. ~~He earned~~ •Mergers and Acquisitions expertise gained through his leadership position at KKR overseeing multiple corporate acquisition and disposition processes. Recent representative transactions in his role at Public Pension Capital include the 2019 sale of Viteos Fund Services and the 2017 acquisition of Inframark. •Mr. Tokarz also provides expertise in Government and Regulatory Affairs, International Business, Multiple-Part Manufacturing and Human Capital Management. •As an IDEX director, Mr. Tokarz oversaw a ~~Bachelor~~3,598% TSR (+2,580% relative to the S&P 500 and +3,376% relative to the S&P Industrial Select Index).

Other Boards and Organizations
•Vice Chair, Shield T3, a COVID-19 testing company owned by the Board of ~~Arts degree in economics~~Trustees of the University of Illinois (2020 – present) •Chair, MVC Capital, Inc. (2003 – 2020) •Chair, Walter Energy, Inc. (1987 – 2016) •Director, CNO Financial Group, Inc., (formerly Conseco, Inc.), an insurance provider (2003 – 2017) •Director, Walter Investment Management Corp. (2009 – 2017) •Director, IDEX Corporation (1987 – 2015)

Education
•BA, Economics, with high distinction, ~~and a Master of Business Administration degree in finance from the~~ University of ~~Illinois.~~Illinois ~~The Board considered Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his more than 20 years~~•MBA, Finance, University of ~~board experience with publicly traded companies and his corporate governance training.~~Illinois

~~The affirmative vote~~

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

24 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS


Stephen C. Van Arsdell Former Senior Partner, Deloitte; Chair & CEO, Deloitte & Touche Age:72 Independent Director since2019 Committees:			Experience
			•Senior Partner of Deloitte LLP and member of the Board of Directors, including as Vice-Chair (2003 – 2009); senior management roles including Chairman, Chief Executive Officer, and Chief Quality Officer (2010 – 2012) and Deputy Chief Executive Officer (2009 – 2010) of Deloitte & Touche LLP, which he joined in 1975

			Qualifications
			•Executive Leadership/CEO, Corporate Governance, Financial/Capital Allocation and Risk Management skills gained from Mr. Van Arsdell’s time in senior leadership at Deloitte and Deloitte & Touche where he oversaw a national organization of 15,000 professionals providing audit, assurance, risk and capital markets advisory services. •International Business, Strategic Planning, Governmental and Regulatory Affairs experience gained thorough his roles in Deloitte’s international operations, serving as a key member of the Global Audit Leadership Team, where he helped develop the firm’s strategic plans for the global audit practice as well as in his service to some of Deloitte’s most significant clients with extensive international operations. •Mergers and Acquisitions experience from participating in the M&A activities of many clients while at Deloitte and of First Midwest Bancorp as a member of the Board of Directors, as well as in the merger of First Midwest Bancorp and Old National Bancorp.

			Other Boards and Organizations
			•Director, Old National Bancorp (2022 – present) •Director, First Midwest Bancorp (2017 – 2022) •Audit Committee Member, Brown Brothers Harriman, a privately held global financial services firm (2015 – present) •Chair, Board of Trustees, The Morton Arboretum (2020 – present)

			Education
			•BS, Accounting, University of Illinois •MAS, University of Illinois •Certified Public Accountant (CPA)

Chair

Member

A = Audit

C = Compensation

E = EHS

G = Governance

O = Capital Allocation

X = Executive

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BACKGROUND TO SOLICITATION

General Information

As in recent years, we prioritized capital investments in fiscal 2022 and plan to continue such prioritization through fiscal 2023 to modernize our manufacturing facilities and processes. We believe this modernization will improve product quality, drive non-price margin expansion, reduce our geographic and environmental footprint and expand our product portfolio. Our large valve manufacturing expansion in Chattanooga, Tennessee neared full-scale production during fiscal 2022. We have completed the consolidation of ~~a majority~~multiple facilities into our new facility in Kimball, Tennessee to support machining and assembly capabilities in the Southeast. We anticipate that these investments and activities will enable us to capitalize on the growing need for large valves because of the ~~votes cast~~migration to more densely populated, urban areas and an increased focus by customers on products made in ~~respect~~America. In addition, we are nearing completion of our new brass foundry in Decatur, Illinois, scheduled to begin start-up production in 2023.

In fiscal 2022, we delivered our second consecutive year of double-digit net sales growth and ended the year with a record backlog. We also engaged in a program of regular Board refreshment that introduced three new directors since 2019. Board refreshment has been undertaken with attentiveness to continually enhancing the Board’s set of relevant skills and diversity of experience and successively strengthening the Board’s oversight capabilities.

Nominations and Settlement

On October 11, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Ancora Catalyst Institutional, LP and certain of its affiliates (collectively, “Ancora”), pursuant to which we agreed to appoint two new independent directors to the Board. Pursuant to the Cooperation Agreement, Brian Slobodow was appointed to the Board immediately and Niclas Ytterdahl is to be appointed to the Board within five business days of the ~~shares~~2023 Annual Meeting. Mr. Ytterdahl is serving as a board observer until he is appointed as a director. The Cooperation Agreement governs certain matters, such as the size of ~~Common Stock present in person or represented by proxy~~the Board and the composition of the Board’s committees and provided for the formation of the Capital Allocation and Operations Committee. Effective upon execution of the Cooperation Agreement, Ancora withdrew its notice of intent to nominate director candidates for election to the Board at the 2023 Annual Meeting.

A summary of the Cooperation Agreement is included in a Form 8-K filed with the U.S. Securities and Exchange Commission on October 13, 2022, with the full Cooperation Agreement filed as an exhibit to the Form 8-K.

The Board has always focused on maintaining a Board comprised of members with a diversity of backgrounds, skills, tenure, and expertise. As part of the Board’s continued refreshment plans and in conjunction with the Cooperation Agreement, the Company announced that it will accelerate the refreshment of the Board by adding several new directors with fresh perspectives in the near term. This plan is intended to further align the Board’s experience and skills with the Company’s strategic direction. As part of this plan, following the 2023 Annual Meeting, each member of the Board who has served for more than 10 years will depart during the next three years, with no more than three directors departing in any one year.

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Board Refreshment/Board Succession Planning

The Board believes that thoughtful refreshment is necessary to ensure that the Board remains aligned with the needs of the Company as it evolves. To that end, the Governance Committee regularly assesses director succession and ~~entitled~~board refreshment, with a focus on maintaining an optimal mix of institutional knowledge, industry expertise and fresh insight among its directors.

While the Board believes that tenure and age are important considerations in assessing Board composition, it also believes that the institutional knowledge and industry expertise contributed by its longer-tenured directors are of significant value to ~~vote shall be required~~ the Company and its current strategic direction. For this reason, the Board does not make membership decisions based solely on either metric.

Of equal importance is the varied perspective that new Board members bring. Four new directors have joined the Board since 2019 — their addition reflects the Board’s strong commitment to ~~elect these nominees (or a substitute nominee~~diversity across multiple dimensions including technical and financial skills, expertise and career background as ~~designated by~~well as personal traits such as age, gender and ethnicity. Additionally, an additional member is scheduled to join the ~~Board) to serve as directors,~~Board in February 2023, which ~~means that~~will bring the number of ~~votes cast~~Board members with less than five years of tenure to five. See “Proposal One - Election of Ten Directors — The Board of Directors —Background to Solicitation” for information regarding planned Board refreshment activity.

Board Composition

The Board continues to identify and incorporate directors with diverse experiences and perspectives to provide the Company with thoughtful and engaged board oversight. In fiscal 2022, with Mr. Kolb’s retirement in ~~favor of a nominee’s election exceeds~~February 2022, the number of ~~votes cast against that nominee’s election. If an incumbent~~Board members was ten. Each of our director ~~fails~~nominees is independent, except Mr. Hall, our President and CEO. As demonstrated by the following key metrics(1), the Board actively seeks highly qualified women, individuals from underrepresented minorities and those with a wealth of diverse skills and talents to ~~receive~~join the Board.


			9 of our 10 directors are independent, including the Chair						10 of our 10 directors have Executive Leadership/CEO experience
			3 of our 10 directors are women						4 of our 10 directors are from underrepresented minorities
			7 of our 10 directors have Corporate Governance experience

(1)In accordance with the Cooperation Agreement, Mr. Slobodow was appointed to the Board in October 2022. The fiscal 2022 metrics do not include or represent his appointment.

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Director Nomination Process


In discharging its responsibility related to director nominations, the Governance Committee receives input from other directors and, if applicable, an independent professional search firm. It also considers and evaluates candidates recommended by stockholders, as described below. The Governance Committee utilizes the same process and criteria to evaluate all candidates. The Governance Committee’s comprehensive evaluation includes multiple stages. The Chair of the Governance Committee interviews each qualified candidate and selects candidates to be interviewed by other members of the Governance Committee. The Governance Committee's evaluation includes a reference and background check, as well as interviews and discussions about the candidate’s qualifications, availability and commitment. The Governance Committee reviews the results of all interviews and makes a recommendation to the full Board with respect to nominating a candidate for election to the Board. In evaluating candidates, the Governance Committee considers a variety of qualifications, experience, attributes and skills and recognizes that a diversity of knowledge, viewpoints and experience can enhance the Board’s effectiveness. Accordingly, as part of its evaluation, the Governance Committee considers how the candidate’s background, qualifications, experience, attributes and skills may enhance the quality of the Board’s deliberations and decisions.	Nomination Process At-a-Glance
	1	Establish Candidate Pool
	2	Conduct Interview by Chair
	3	Perform Reference / Background Check and Governance Committee Interviews
	4	Review Results and Recommend

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Set forth below is a ~~majority~~summary of the ~~votes cast,~~key skills and experience necessary for the ~~incumbent~~Board as a whole. See “Proposal One - Election of Ten Directors — The Board of Directors” for information concerning each nominee’s relevant skills and experience.


Skill/Experience			Relevance to Mueller Water Products
			Executive Leadership/CEO experience. Experience serving in top management positions is important since these directors bring perspective in analyzing, shaping and overseeing strategy and the execution of important operational and policy issues at a senior level.
			Corporate Governance expertise. Directors who have corporate governance experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal, environmental and regulatory compliance.
			Financial/Capital Allocation expertise. Knowledge of financial markets, financing and funding operations, accounting and financial reporting processes is important since it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of these activities.
			Government and Regulatory Affairs expertise. Directors who have served in government positions or who have worked extensively with governments, environmental or regulatory bodies can provide oversight of compliance with rules and regulations and insight into working constructively with government, environmental and regulatory bodies.
			International Business experience. Since we manufacture and sell certain of our products outside the United States, directors with global expertise can provide a useful business and cultural perspective regarding significant aspects of our businesses.
			Mergers and Acquisitions experience. Since we have a strategy of selectively pursuing potential acquisitions, directors who have a background in M&A transactions can provide useful insight into developing and implementing strategies for growing our businesses through combination with other organizations.
			Multiple-part Manufacturing and Operations experience. Experience in manufacturing is useful in understanding our research and development efforts, product engineering, design and manufacturing, operations, products and the market segments in which we compete.
			Strategic Planning expertise. We operate in competitive markets and our businesses are subject to a wide variety of risks. Directors who have strategic planning experience can assist the Board in adopting policies and procedures responsive to the risks we face.
			Enterprise Risk Management experience. In light of the potential financial and reputational damage that can occur when companies fail to oversee compliance and properly manage risk, it is increasingly important to include directors with extensive enterprise risk management experience.
			Human Capital Management experience. Because we recognize that an engaged and diverse workforce is the foundation of our success, it is important that our directors have experience with organizational management and talent development, including employee compensation and benefits, engagement and training, and diversity and inclusion.
			Environment, Health and Safety expertise. We are committed to responsible environmental stewardship and rigorous health and safety oversight. We believe directors with EHS experience can help drive strong environment, health and safety performance not only at the most strategic level but also throughout the organization.
			Technology experience. Directors with backgrounds in engineering disciplines, computer science, software development and cyber security are increasingly important in light of our strategic focus on manufacturing and product technologies.
			Materials Science and Engineering experience. Directors with a background in these areas are important to our understanding of how metals, nanomaterials and other substances meet the electrical, chemical or mechanical requirements of our products.
			Environmental, Social and Governance (“ESG”) experience. Directors with experience overseeing ESG strategy are important to ensure the Company successfully implements and executes the appropriate strategies for sustainability; diversity, equity and inclusion; and human capital management.
			Branding expertise. Directors who have worked to define and maintain perceptions of the nature and focus of an enterprise, specifically during transformative change, can be an invaluable asset.

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Director Candidate Recommendations

A stockholder who wishes to submit a director ~~will promptly tender his~~candidate for consideration by the Governance Committee must do so by writing our Corporate Secretary and including the candidate’s biographical data. See “Questions About Voting and the Annual Meeting.”

Board Tenure Policy

The Board believes that an appropriate mix of tenured directors and newer directors with fresh perspectives is necessary to ensure a vital and effective Board. Since January 2019, the Board has appointed four new directors, advancing both the skill set and experience profile of the Board while simultaneously increasing its diversity. Complementing this strategy of refreshment and enhancement is a commitment to making the most of our longer-tenured directors’ experience and intricate knowledge of the Company’s operations. While the Board believes that age and tenure are important considerations in assessing Board composition, it also believes the best interests of the Company are served by being able to take advantage of all available talent and that a significant degree of continuity year-over-year is beneficial to stockholders. For this reason, the Board does not have absolute limits regarding age of directors or ~~her irrevocable offer~~the length of ~~resignation~~time that a director may serve but considers these aspects among several factors in re-nomination decisions.

The Board’s Role and Responsibilities

Overview

Our Board is responsible for overseeing the business affairs of the Company, including regularly monitoring the effectiveness of management’s implementation of strategy, policy, risk mitigation tactics and other decisions. As the Company continues to grow and transform, the Board not only guides management, but also assists in reacting to changing environments. The Board receives regular updates and engages actively with the management team regarding key strategic initiatives, technology trends, competitive and economic changes and other important developments and is also involved in strategic planning and review each year. Combined with management’s execution of our business strategy, the Board’s oversight promotes the creation of long-term stockholder value, with a focus on assessing both the potential opportunities available to us and the risks that we might encounter.

Board Oversight

RISK

While the Board maintains oversight responsibility for how we manage risk, it charges management with assessing and mitigating that risk through the development, implementation and maintenance of the Company's risk management processes and cyber security program. As a result, our internal control environment has been specifically designed to identify and manage risks and to facilitate communication with the Board. Our internal audit department, which reports to the ~~Board.~~Audit Committee, administers our enterprise risk assessment and, in coordination with our legal and compliance functions, is responsible for ongoing enterprise risk management processes. It also regularly reports to the Board and its committees on risk-related issues as a complement to our strategic planning process. Additionally, the Audit Committee consults with management regarding cyber security initiatives and requests that management report to the Audit Committee and/or the full Board regularly on its assessment not only of cyber security, but also of the operational, financial and accounting, competitive, reputational and legal risks to the Company. The Board ~~can then choose to accept~~also considers specific risk topics and receives regular reports from the ~~resignation, reject it or take such other action~~heads of our principal businesses and corporate functions that include discussion of the ~~Board deems appropriate. See “Corporate Governance~~risks and exposures inherent in their respective areas of responsibility.

30 ~~— Overview” for more information.~~MUELLER WATER PRODUCTS, INC.

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The Board ~~recommends~~executes its risk oversight function both as a ~~vote FOR each nominee for director.~~

~~Table of Contents~~whole and through delegation to its committees, specifically:


Audit Committee •Oversees risk management related to accounting and financial reporting, the audit process, internal control over financial reporting and disclosure controls and procedures •Oversees the internal audit function •Monitors legal and compliance issues and active matters •Reviews cyber and data security matters, including our risk mitigation initiatives			Compensation and Human Resources Committee •Oversees risk management related to the risks and rewards associated with our compensation policies and practices •Oversees management development and succession planning across senior positions
Environment, Health and Safety Committee •Oversees risk management related to risks directly related to the environment, health and safety areas			Nominating and Corporate Governance Committee •Oversees risk management related to governance structure and processes and risks arising from related person transactions

~~PROPOSAL TWO:~~

~~ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)

We ~~provide~~embrace our ESG responsibilities and strive to effectively address the issues that matter most to our stockholders, ~~with~~employees, customers, suppliers, investors and the ~~annual opportunity~~communities we serve. We are dedicated to ~~cast an advisory vote on the compensation~~transparency and measurement of our ~~named executive officers.~~ ESG performance as we execute our business strategy and expand our manufacturing reputation and expertise. We believe that a comprehensive ESG approach is more than a matter of process. Our ESG approach has been developed from a foundation of best practices and a desire for environmental, social and governance leadership, integrity and accountability.

Due to the significance of our ESG approach, the Board as a whole maintains oversight of the Company’s ESG program, including strategy, initiatives, metrics and policies. To facilitate its oversight, the Board has delegated certain responsibilities to its committees as follows:

•The ~~vote on this proposal represents an additional means by which we obtain feedback from our stockholders about executive compensation. Our~~Audit Committee oversees the appropriateness and reasonableness of the Company's applicable ESG standards, measurement mechanisms and key performance indicators.

•The Compensation and Human Resources Committee ~~(the “Compensation Committee”) sets executive compensation.~~oversees matters related to human capital management, including matters relating to employee compensation, benefits, engagement, training, diversity, inclusion and other social matters.

•The ~~overall objective of our executive compensation program is~~Environment, Health and Safety Committee oversees the matters related to ~~encourage~~the environmental, materials sustainability and ~~reward~~employee health and safety programs.

•The Nominating and Corporate Governance Committee reviews and makes recommendations to the ~~creation of sustainable, long-term stockholder value. To meet this objective,~~Board regarding the ~~Compensation Committee has designed compensation plans for our executive officers that target total compensation at the 50~~^th percentile (plus or minus 15%) of our customized peer group. A significant portion of our executives’ overall compensation is structured as incentive compensation. For fiscal 2017, incentive compensation represented approximately ~~74%~~ ~~of our current CEO’s total target compensation,~~Company’s ESG practices, reviews relevant ESG metrics developed by other Board committees and ~~an average of 65%~~oversees management’s production of the ~~total target compensation of~~Company’s ESG report.

The Company publishes an annual ESG Report, which includes the ~~other named executive officers. We believe an emphasis on both short-term~~principal sustainability metrics the Company tracks: water withdrawal/energy consumption, greenhouse gas emissions and ~~long-term incentive compensation aligns executives’ and stockholders’ interests.~~

~~We encourage our stockholders to read the Compensation Discussion and Analysis section~~solid waste creation. The most current ESG Report may be found at https://www.muellerwaterproducts.com/sustainability-program-vision-and-values. The ESG Report is not a part of this Proxy ~~Statement, which~~Statement.

Management Succession Planning

Management conducts annual talent reviews. During these reviews, the executive leadership team discusses ~~how our compensation policies~~succession plans for key positions and ~~procedures implement our compensation philosophy.~~identifies top talent for development needed in future leadership roles. The Board maintains a succession and the Compensation Committee believe these policies and procedures are strongly aligned with the long-term interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals.

~~Accordingly, we ask for stockholder approval of the following resolution:~~

~~RESOLVED~~, that the stockholders approve, on an advisory basis, the compensation paid to the named executive officers of Mueller Water Products, Inc., as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s proxy statementcontingency plan for the ~~2018 annual meeting of stockholders.~~

This vote is advisory and therefore not binding on us, the Board or the Compensation Committee. At last year’s annual meeting of stockholders, over 98% of votes cast were in support of the compensation of our named executive officers. The Board and the Compensation Committee value the opinions of our stockholders. The Compensation Committee will consider the result of this year’s vote,CEO position as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program. See “Compensation Discussion and Analysis — Highlights of 2017 Executive Compensation”.key officer positions.

~~The Board recommends a vote FOR Proposal Two.~~

~~Table of Contents~~

~~PROPOSAL THREE:~~

~~RATIFICATION OF THE APPOINTMENT OF THE~~

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

The Audit Committee has authority to retain and terminate the services of our independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the fiscal year ending September 30, 2018, subject to negotiation of definitive fee arrangements. Although stockholder ratification of Ernst & Young’s appointment is not required, the Board believes submitting the appointment to our stockholders for ratification is a matter of good corporate governance. See below for a description of the fees Ernst & Young billed us for fiscal 2017 and fiscal 2016.

A representative of Ernst & Young is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement and will be available to respond to stockholder questions.

~~The Board recommends a vote FOR Proposal Three.~~

~~FEES AND SERVICES OF THE INDEPENDENT REGISTERED~~

~~PUBLIC ACCOUNTING FIRM~~

The Audit Committee appointed Ernst & Young as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for fiscal 2017.

~~Audit Fees and Other Fees~~

~~The following table shows the approximate fees for audit and other services provided by Ernst & Young for fiscal years 2017 and 2016 (in millions).~~

2017 2016
Audit fees⁽¹⁾
$ 2.4
$ 2.5
Audit-related fees —
0.1
Tax fees 0.4
0.1
Total fees $ 2.8
$ 2.7


~~(1)~~	~~Reflects fees for professional services performed by Ernst & Young for annual audits (including out-of-pocket expenses) and quarterly limited reviews of our consolidated financial statements.~~

~~Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm~~

The Audit Committee has adopted procedures for pre-approving all audit and non-audit services provided by the independent registered public accounting firm. For both types of pre-approval, the Audit Committee considers whether the services are consistent with the Securities and Exchange Commission (“SEC”) rules on auditor independence and whether the independent registered public accounting firm is able to provide the most effective service. Non-audit fees to be incurred by the independent registered public accounting firm for services permitted by the Sarbanes-Oxley Act of 2002 to be performed by such firm must be approved in advance by the Audit Committee Chairman (for individual projects in amounts up to $100,000) or the Audit Committee. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure the services are within the parameters approved by the Audit Committee.

~~Table of Contents~~

~~REPORT OF THE AUDIT COMMITTEE~~

~~Committee Composition and Skills~~

The Audit Committee is comprised of three independent directors meeting the requirements of applicable SEC and NYSE rules. The Board has determined all Audit Committee members are “financially literate” for purposes of the NYSE Listed Company Manual (the “NYSE Manual”) and qualify as audit committee “financial experts” within the meaning of the rules and regulations of the SEC. See “Matters to be Voted On~~— Proposal One” for a description of the business background of each member. No member of the Audit Committee serves on the audit committee of more than three public companies.~~

~~Meetings~~

The Audit Committee met 13 times during fiscal 2017, including eight times by teleconference. Meetings include periodic executive sessions with the independent registered public accounting firm, our internal auditors and our management.

~~Responsibilities of the Audit Committee, Management and the Independent Auditor~~

~~The Audit Committee’s key responsibilities are set forth in its charter, which was approved by the Board and is available on our website. See “Corporate Governance— Board Operations~~— Board Committee Information” for more information concerning the Audit Committee and its responsibilities. For the audit of our consolidated financial statements for fiscal 2017 and our internal control over financial reporting:

Management was primarily responsible for preparing our financial statements and establishing and maintaining effective internal control over financial reporting. The Audit Committee was responsible for monitoring and overseeing our financial reporting and audit functions, as well as our internal control over financial reporting and disclosure.

Ernst & Young, our independent registered public accounting firm for fiscal 2017, was responsible for performing an independent audit of our consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and was also responsible for performing an independent audit of, and expressing an opinion on, our internal control over financial reporting.

The Audit Committee reviewed and discussed with management and Ernst & Young the audited consolidated financial statements for the year ended September 30, 2017, our quarterly consolidated financial statements and operating results for each quarter in the fiscal year and the related significant accounting and disclosure issues, and the effectiveness of our internal control over financial reporting.

The Audit Committee reviewed management’s report contained in our annual report on Form 10-K for the year ended September 30, 2017 (“Annual Report”), as well as Ernst & Young’s Reports of Independent Registered Public Accounting Firm included in the Annual Report related to its audits of the consolidated financial statements and internal control over financial reporting.

The Audit Committee discussed with Ernst & Young matters required to be discussed by Statement on Auditing Standards No. 16, as amended, “Communication with Audit Committees.” In addition, Ernst & Young provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and the Audit Committee has discussed with Ernst & Young the firm’s independence.

~~Audited Consolidated Financial Statements~~

Based on the foregoing discussions with and reports of management and our independent registered public accounting firm and the Audit Committee’s review of the representations of management, the Audit Committee recommended to the Board the inclusion of our consolidated financial statements in the Annual Report.

~~Audit Committee~~

~~Jerry W. Kolb, Chair~~

~~Thomas J. Hansen~~

~~Bernard G. Rethore~~

~~Table of Contents~~

~~CORPORATE GOVERNANCE~~

~~Overview~~

~~Our Board is committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.~~

To that end, we recently amended our Bylaws regarding director elections and, beginning with this year’s Annual Meeting, we are requiring our directors to be elected by the affirmative vote of a majority of the votes cast at the Annual Meeting. In connection with this change, we have also amended our Corporate Governance Guidelines (the “Guidelines”) to provide that an incumbent director who fails to receive a majority of the votes cast must tender an irrevocable offer of resignation to the Board. The Board will then consider a number of factors in determining whether to accept or reject the resignation, including the director’s contributions to the CompanyPolicies and ~~the reasons he or she did not obtain the requisite stockholder vote.~~Materials

Our corporate governance structure and processes are set forth in our key governance documents, including the Guidelines. The Guidelines govern the operation of the Board and its committees and guide the Board and its committees in the execution of their respective responsibilities. The Governance Committee reviews the Guidelines at least annually and the Board updates the Guidelines periodically in response to changing regulatory requirements, evolving practices and otherwise as circumstances warrant.

In July 2016, a group of leading executives and institutional investors published a statement of “Commonsense Principles of Corporate Governance.” These Commonsense Principles set forth a number of recommendations and guidelines about the roles and responsibilities of boards, public companies and stockholders, and are intended to provide guidance on corporate governance that “works in the real world.”

Because we believe an important aspect of achieving a strong and effective corporate governance structure is to encourage an open dialog with our stockholders, we have reviewed our policies and procedures in light of the suggestions set forth in the Commonsense Principles. Accordingly, highlighted below are the key areas of our corporate governance practices that we believe align with the Commonsense Principles.



~~Board Composition and Leadership:~~		~~Our Board is led by a Chairman who is not our CEO~~
		~~Each of our director nominees, other than our CEO, is independent~~
		~~Our directors have complementary and diverse skills sets, backgrounds and experiences and are continually educated on our industry~~
		~~Our Board size promotes an open dialogue among directors~~

~~Majority Voting~~		~~We use a majority voting standard in uncontested director elections, and require incumbent directors who fail to receive a majority of the votes cast to tender their resignation~~

~~Board Committee Structure:~~		~~We have a well-developed committee structure with clearly understood responsibilities~~

~~Director Effectiveness:~~		~~Our Board and committees conduct regular self-assessments, led by our Governance Committee, to assess effectiveness and areas for improvement~~

~~Director Responsibilities:~~		~~Each of our directors has input into the setting of the Board agenda~~
		~~Each of our directors has unfettered access to management, and committees have the authority to retain independent advisors~~
		~~Our Board frequently meets in executive session without the CEO or other members of management~~
		~~Our Board focuses on significant risks and seeks the proper calibration of risk and reward while focusing on the longer-term interests of our stockholders~~

~~Director Compensation:~~		~~We pay a substantial portion of non-employee director compensation in equity awards~~

~~Table of Contents~~

Our Code of Business Conduct and Ethics (the ~~“Ethics Code”~~“Code of Conduct”) applies to all of our employees and directors. We also make available an ethics ~~hotline~~helpline that employees and others may use to anonymously report suspected violations of the ~~Ethics Code.~~Code of Conduct. We will disclose promptly any amendments to, or waivers from, provisions of the ~~Ethics~~ Code of Conduct on our website at www.muellerwaterproducts.com,, as may be required under applicable rules.

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~~The table~~

ELECTION OF DIRECTORS

Listed below ~~lists~~are some of the Board policies and other materials relating to our corporate governance that are available on our website. We will also provide copies of any of these policies and materials without charge upon written request to our Corporate Secretary at Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. The information on our website is not a part of this Proxy Statement.



~~Corporate Governance Policies and Materials~~

•Corporate Governance Guidelines	•Board Committee Charters	•Bylaws
•Code of Business Conduct and Ethics ~~• Board Committee Charters~~	•Certificate of Incorporation	• ~~Bylaws~~ • Stock Ownership Guidelines

Stockholder Engagement

We believe that strong corporate governance should include regular engagement with our stockholders to enable us to understand and respond to stockholder concerns. Understanding the issues important to our stockholders is critical to ensuring that we address their concerns in a meaningful and effective way. In 2022, management and the Board, as appropriate, continued to reinforce our commitment to building long-term relationships with our stockholders. As part of our engagement program, we visit representatives of many of our top institutional stockholders to solicit feedback on performance, strategy, vision, risk management and other matters. We strive to be responsive to our stockholders and are committed to continued engagement.

Board ~~Composition~~Structure

Board ~~Size~~Leadership Structure

~~The~~Our governance documents provide the Board with the flexibility to select the appropriate leadership structure for the Company, and the Board believes separating the roles of Chair and Chief Executive Officer is ~~currently composed~~in the best interest of ~~nine directors~~the Company and ~~following~~its stockholders. Mr. ~~Hyland’s retirement~~O’Brien serves as ~~discussed above, will be composed of eight directors. Each director is independent, except Mr. Hyland,~~ our ~~Executive Chairman,~~Non-Executive Chair, and Mr. Hall serves as our President and ~~CEO. The Board held 10 meetings in fiscal~~ ~~2017~~ ~~and each director attended~~Chief Executive Officer.

Under our Bylaws, the Chair presides over ~~96% of the total number of~~ meetings of the Board and ~~committees~~ of ~~which he or she was a member.~~stockholders, while the Chief Executive Officer has general and active management of our property, business and affairs, subject to the supervision and oversight of the Board.

The Board believes this structure facilitates decisive and effective leadership and, when combined with our other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction by the Board.

Director Independence

The Governance Committee and the Board annually assess the outside affiliations of each director to determine if these affiliations could cause a potential conflict of interest or interfere with the director’s independence. ~~The~~Our Corporate Governance Guidelines (the “Guidelines”) set forth the categorical standards of independence for the Board. To be considered “independent” for purposes of the director qualification standards:

•The director must meet bright-line independence standards under ~~the~~ NYSE ~~Manual;~~listing standards; and

•The Board must affirmatively determine the director otherwise has no material relationship with us directly or as an officer, stockholder or partner of an organization that has a relationship with us. See the Guidelines on our website www.muellerwaterproducts.com for more detail.

Each of our directors, other than our ~~Executive Chairman~~President and ~~our~~ CEO, is independent pursuant to our director qualification standards and each member of the Audit Committee, the Compensation and Human Resources Committee (the “Compensation Committee”) and the Governance Committee is independent in accordance with ~~the~~ NYSE ~~Manual and our director independence~~listing standards.

•No member of those committees receives compensation from us other than directors’ fees and no member is an affiliated person of ours (other than by virtue of his or her directorship).

~~All members~~•Members of the Audit Committee meet the additional standards for audit committee members of publicly traded companies required by the Sarbanes-Oxley Act of 2002.

•All members of the Compensation Committee qualify as “non-employee directors” as defined in Rule 16b-3 under the Exchange Act and meet the independence requirements of ~~the~~ NYSE ~~Manual~~listing standards and additional standards applicable to “outside directors” under Section 162(m) of the Internal Revenue Code.

~~Director Nomination Process~~

In discharging its responsibility related to director nominations, the Governance Committee receives input from other directors and, if applicable, an independent professional search firm. It also considers and evaluates candidates recommended by stockholders, as described below. The Governance Committee utilizes the same criteria to evaluate all candidates, regardless of who recommends the candidate.

~~Table of Contents~~32 MUELLER WATER PRODUCTS, INC.

The Governance Committee’s evaluation includes a reference check, interaction, interviews and discussions about the candidate’s qualifications, availability and commitment. The Chair of the Governance Committee interviews each qualified candidate and selects candidates to be interviewed by other members of the Governance Committee. The Governance Committee reviews the results of all interviews and makes a recommendation to the full Board with respect to nominating a candidate for election to the Board. The Board expects all candidates recommended to the full Board to have received the approval of all members of the Governance Committee.

In evaluating candidates, the Governance Committee considers a variety of qualifications, experience, attributes and skills, and recognizes that a diversity of knowledge, viewpoints and experience can enhance the Board’s effectiveness. Accordingly, as part of its candidate evaluation, the Governance Committee considers how the candidate’s background, qualifications, experience, attributes and skills may enhance the quality of the Board’s deliberations and decisions.

~~Table of Contents~~

ELECTION OF DIRECTORS

Set forth below is a summary of the key skills and experience that is necessary for the Board as a whole. See “Matters to be Voted On — Proposal One” for information concerning each nominee’s relevant skills and experience.



•	~~CEO/Executive Leadership experience.~~ Experience serving in top management positions is important since these directors bring perspective in analyzing, shaping and overseeing the execution of important operational and policy issues at a senior level.	•	~~Corporate governance expertise.~~ ~~Directors who have corporate governance experience can assist the Board in fulfilling its responsibilities related to the oversight of our legal and regulatory compliance.~~

•	~~Financial/Capital Allocation expertise.~~ Knowledge of financial markets, financing and funding operations, accounting and financial reporting processes is important since it assists our directors in understanding, advising and overseeing our capital structure, financing and investing activities, financial reporting and internal control of these activities.	•	~~Government and regulatory affairs expertise.~~ Directors who have served in government positions or who have worked extensively with governments or regulatory bodies can provide oversight of compliance with rules and regulations and insight into working constructively with governments or regulatory bodies.

•	~~International business experience.~~ Since we manufacture and sell certain of our products outside the United States, directors with global expertise can provide a useful business and cultural perspective regarding significant aspects of our businesses.	•	~~Marketing expertise.~~ Since we believe many of our products benefit form strong brand recognition, directors who have marketing experience can provide expertise and guidance as we seek to maintain and expand brand and product awareness and a positive reputation.

•	~~Mergers and acquisitions experience.~~ Since we have a strategy of selectively pursuing potential acquisitions, directors who have a background in M&A transactions can provide useful insight into developing and implementing strategies for growing our businesses through combination with other organizations.	•	~~Multiple-part manufacturing and operations experience.~~ Experience in manufacturing is useful in understanding our research and development efforts, product engineering, design and manufacturing, operations, products and the market segments in which we compete.

•	~~Offshore sourcing expertise.~~ ~~Directors with knowledge of trends and developments in offshore sourcing are important to us since we periodically evaluate offshore sourcing of certain of our products.~~	•	~~Strategic planning expertise.~~ We operate in competitive markets and our businesses are subject to a wide variety of risks. Directors who have strategic planning experience can assist the Board in adopting policies and procedures that respond to the risks we face.

•	~~Compliance/Risk Management.~~ Directors with compliance and risk management experience is increasingly important in light of the potential financial and reputational damage that can occur when companies fail to oversee compliance and properly manage risk.	•	~~Environment, Health and Safety.~~ We are committed to responsible environmental stewardship and rigorous health and safety programs. We believe directors with EHS experience can help drive strong environment, health and safety performance not only at the most strategic level but also throughout the entire organization.

•	~~Technology/Systems experience.~~ Directors with backgrounds in the engineering disciplines, computer science, software development or cyber security are increasingly important in light of our strategies around manufacturing and product technologies.	•	~~Diversity.~~ ~~We are committed to seeking director candidates who offer diverse backgrounds and varied perspectives along with the other requisite skills, experience and character necessary to serve on our Board.~~

~~Director Candidate Recommendations~~

A stockholder who wishes to submit a director candidate for consideration by the Governance Committee must do so by writing our Corporate Secretary and including the candidate’s biographical data. See “Stockholder Information — Procedures for Business Matters and Director Nominations for Consideration at Next Year’s Annual Meeting of Stockholders”.

~~Table of Contents~~

~~Board Operations~~

~~Board Leadership Structure~~Executive Sessions

Our governance documents provide the Board with the flexibility to select the appropriate leadership structure for us. The Board does not have a formal policy as to whether the roles of Chairman and Chief Executive Officer should be separate or whether the Chairman should be an employee or a non-employee ~~director.~~directors meet at least quarterly in executive sessions at which only non-employee directors are present. Our Non-Executive Chair presides at these sessions.

Under our Bylaws, the Chairman presides over meetings of the Board and of stockholders, while the Chief Executive Officer has general and active management of our property, business and affairs, subject to the supervision and oversight of the Board. Mr. Hyland currently serves as our Executive Chairman and Mr. Hall serves as our President and Chief Executive Officer. Mr. O’Brien serves as our Lead Director.

The Board currently intends to appoint an independent, non-employee director as Chairman of the Board in conjunction with the 2018 Annual Meeting of Stockholders. The Board believes this structure facilitates decisive and effective leadership and, when combined with our other governance policies and procedures, provides appropriate opportunities for oversight, discussion and evaluation of decisions and direction by the Board.

Board Committee Information

The Board currently has ~~four~~five standing committees: the Audit Committee, the Capital Allocation and Operations Committee (“Capital Allocation Committee”), the Compensation Committee, the Governance Committee and the Environment, Health and Safety Committee (“EHS Committee”). An additional committee, the Executive Committee, meets only as needed. Each ~~standing committee~~ member of the Audit, Compensation, Governance and EHS Committees satisfies both the NYSE’s and our definitions of an independent director, and the Board has ~~determined~~determined that all Audit Committee members are “financially literate” and at least one independent member qualifies as an “audit committee financial expert” under the NYSE ~~Manual~~listing standards and ~~qualify as “audit committee financial experts” within the meaning of~~ the rules and regulations of the SEC. The Board designated Mr. Van Arsdell as an “Audit Committee financial expert” during 2022.

Each standing committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from management and annually evaluates its performance. Additional information about the committees is provided below. In addition to being a member of the Capital Allocation Committee and the Executive Committee, Mr. O'Brien is an ex officio member of the other standing committees. See the committee charters on our website at www.muellerwaterproducts.com for more detail.

~~Audit Committee~~

Audit Committee

CURRENT MEMBERS

Van Arsdell (Chair)

Rethore(1)

Sharritts

~~Current Members~~

~~Kolb (Chair)~~

~~Hansen~~

~~Rethore~~

•Oversees the integrity of our financial statements, financial reporting activities and accounting policies and procedures.

•Selects and oversees the independent registered public accounting firm, approves its services (including both audit and non-audit services) and fees, and evaluates its performance. In its evaluation, the Audit Committee considers the firm’s reputation for independence and integrity, the qualifications and performance of the firm’s personnel and the effectiveness of the firm’s communications, the appropriateness of fees and Public Company Accounting Oversight Board reports on the firm and its peers.

•Selects, reviews and evaluates the lead partner of the audit engagement team.

•Reviews the scope and results of the independent registered public accounting firm’s audits.

•Reviews the scope of the internal audit function, internal audit plans, internal audit reports and corrective actions taken in response to internal audit findings. Evaluates the performance of the internal audit function.

•Oversees our internal accounting systems and related internal control over financial reporting, as well as our financial risk management profile.

•Oversees our legal compliance and ethics programs and the ~~Ethics Code.~~Code of Conduct.

•Reviews cyber and data security matters, including our risk mitigation initiatives.

•Oversees the appropriateness and reasonableness of the Company's applicable ESG standards, measurement mechanisms and key performance indicators.

13 meetings in fiscal ~~2017~~

2022

~~Table of Contents~~

~~Compensation and Human Resources~~(1)Mr. Rethore will be retiring from service in February 2023. Pursuant to the Cooperation Agreement, the Company has agreed to appoint Karl Niclas Ytterdahl to the Audit Committee in February 2023.

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ELECTION OF DIRECTORS

Compensation and Human Resources Committee

~~Current Members~~CURRENT MEMBERS

Tokarz(Chair)

Franklin

~~Kolb~~Hansen

Sharritts

Van Arsdell

• ~~Oversees~~Reviews, approves and administers our executive compensation and equity-based plans.

•Reviews and approves goals and objectives for compensation of our CEO, evaluates performance in relation to these goals and objectives, and determines and approves the compensation of our CEO.

•Reviews and approves the compensation of all executive officers.

•Reviews and recommends the compensation of non-employee directors.

•Reviews and approves stock ownership requirements for officers and directors.

•Oversees an annual risk assessment process related to compensation programs.

• ~~Manages~~Reviews succession planning across senior positions.

•Oversees matters related to human capital management, including matters relating to employee compensation, benefits, engagement, training, diversity, inclusion and other social matters, including such matters related to the Company’s ESG program.

7 meetings in fiscal ~~2017~~

2022

~~Nominating and Corporate Governance Committee~~

~~Current Members~~

~~Rethore (Chair)~~

~~Kolb~~

~~Thomas~~

~~Tokarz~~

~~• Establishes criteria for~~Environment, Health and ~~qualifications of persons suitable for nomination as directors and reports recommendations to Board.~~

~~• Develops and annually reviews the Guidelines.~~

~~• Oversees the annual Board and committee self-assessment process.~~

~~• Makes recommendations to the Board related to committee structure and membership.~~

Safety Committee

~~9 meetings in fiscal 2017~~

~~Environment, Health and Safety Committee~~

CURRENT MEMBERS

~~Current Members~~

~~Thomas~~ Ortiz (Chair)

Franklin

Hansen

Thomas

•Reviews policies and procedures related to compliance with laws, regulations and rules pertaining to the environment, health and safety.

•Monitors compliance with health, safety and environmental policies, programs and practices.

•Encourages activities and initiatives that demonstrate sound environmental stewardship.

•Reviews the scope of internal and independent environmental, health and safety audits and assessments.

•Reviews results of internal compliance reviews and remediation projects.

•Supports the Board’s responsibilities relating to sustainability and corporate social responsibility.

•Reviews the Company’s environmental, health and safety performance and related initiatives.

•Oversees matters related to the environmental, materials sustainability and employee health and safety programs.

45 meetings in fiscal ~~2017~~

2022

~~Executive Committee~~

Nominating and Corporate Governance Committee

~~Current Members~~CURRENT MEMBERS

~~Hyland~~ Thomas (Chair)

~~Hall~~Ortiz

~~O’Brien~~Rethore(1)

~~Rethore~~Slobodow

Tokarz

•Establishes criteria for and qualifications of persons suitable for nomination as directors and reports recommendations to Board.

•Selects and recommends director candidates to be considered for election.

•Develops and annually reviews the Governance Guidelines.

•Oversees the annual Board and committee evaluation process.

•Makes recommendations to the Board related to committee structure and membership.

•Advises the Board regarding corporate governance matters.

•Monitors the orientation and continuing education programs for directors.

•Oversees the development, updating and production of the Company's annual ESG Report, reviews and makes recommendations to the Board regarding our ESG practices and reviews applicable Committee ESG metrics.

8 meetings in fiscal 2022

Executive Committee

CURRENT MEMBERS

Hall (Chair)

O’Brien

Rethore(1)

Tokarz

Van Arsdell

•Exercises interim powers delegated to it when a matter requires expeditious Board action or when it would not be practical for the full Board to meet.

20 meetings in fiscal ~~2017~~

2022

(1)Mr. Rethore will be retiring from service in February 2023.

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Capital Allocation and Operations Committee

CURRENT MEMBERS(1)

Hall(Co-Chair)

Slobodow (Co-Chair)

O’Brien

•Reviews, analyzes, oversees, and makes recommendations to the Board regarding the capital allocation and operations of the Company.

•Identifies opportunities to create value, including in relation to improving production rates, accelerating the completion timeline of the facility modernization projects and overseeing any targeted action plans relating to the foregoing.

0 meetings in fiscal 2022

(1)The Capital Allocation and Operations Committee was created October 2022 as a requirement of the Cooperation Agreement. Additionally, pursuant to the Cooperation Agreement, the Company has agreed to appoint Karl Niclas Ytterdahl to the Capital Allocation and Operations Committee in February 2023.

Board Practices, Processes and Policies

History of Commitment to Good Governance Practices

The Board has always followed a principled framework in carrying out its oversight responsibilities related to the business of the Company. The Board is committed to good corporate governance practices and a sound governance structure that promote the interests of all stockholders. While the underlying guiding principles of the Board remain consistent, the implementation of these principles continues to be flexible and evolves in response to ever-changing business, legal and social environments.

Director Attendance

As discussed above, the Board held 10 meetings in fiscal 2017 and each director attended over 96% of the total number of meetings of the Board and its committees of which he or she was a member in fiscal 2017. Each current director also attended the 2017


The Board held 8 meetings in fiscal 2022 and each director attended at least 93% of the total number of meetings of the Board and its committees of which she or he was a member in fiscal 2022. Although the Company does not have a formal policy requiring attendance at annual meetings, directors are encouraged to attend, and each then-current director also attended the 2022 Annual Meeting of Stockholders.			Fiscal 2022 Board/Committee meeting attendance

~~Executive Sessions~~

~~Our non-employee directors meet at least quarterly in executive sessions at which only non-employee directors are present. Our Lead~~ Director, ~~presides at these sessions.~~

Board and Committee Evaluations

Each year, the Guidelines require the Board to conduct an evaluation of its own performance. Additionally, our committee charters require each of our committees to conduct an annual performance evaluation. The Governance Committee is responsible for overseeing the annual ~~self-assessment~~assessment process on behalf of the Board and its committees. Throughout the ~~self-assessment~~evaluation process, the Governance Committee solicits comments from directors, via self and peer evaluations and committee and Board assessments, to ensure that the Board ~~and~~as a whole, its committees and each director are functioning effectively. The Governance Committee reviews comments from each director to assess directors’ contributions to the Board, ~~evaluate~~evaluates the Board’s

~~Table of Contents~~

contributions to the Company and ~~identify~~identifies areas for improvement in the Board’s performance. The Governance Committee ~~submits~~discusses its findings towith the Board ~~in an annual report discussing~~annually regarding ways in which the Board and its committees can improve their key functions.

~~Board Risk Oversight~~Director Orientation and Continuing Education

The Company’s Guidelines establish recommendations for director onboarding and continued education. All new members of the Board ~~maintains oversight responsibility for~~participate in the Company’s new director orientation program, including corporate document and policy reviews, management meetings and site visits. Additionally, directors participate in an in-depth review of the Company strategy and have the opportunity to meet with senior management and obtain insights into the business. All directors are encouraged to participate in continuing education programs, with any associated expenses reimbursed by the Company, to stay current and knowledgeable about the Company’s industry, market and overall environment. Such orientation and continuing education programs are overseen by the Governance Committee.

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ELECTION OF DIRECTORS

Corporate Governance Guidelines

Our Board is committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term stockholder value.

To that end, our ~~management~~Bylaws provide that our directors must be elected by the affirmative vote of ~~risk and charges management with assessing and managing risk. Our internal control environment is designed~~a majority of the votes cast at the Annual Meeting. Additionally, the Guidelines provide that an incumbent director who fails to ~~identify and manage risks and~~receive a majority of the votes cast must tender an irrevocable offer of resignation to ~~facilitate communication with~~ the Board. ~~Our internal audit department, which reports~~The Board will then consider a number of factors in determining whether to accept or reject the resignation, including the director’s contributions to the ~~Audit Committee, facilitates~~Company.

Our corporate governance structure and processes are set forth in our ~~enterprise risk assessment and ongoing enterprise risk management processes, in coordination with our legal and compliance functions, and regularly reports on risk-related issues to~~key governance documents, including the Guidelines. The Guidelines govern the operation of the Board and its committees ~~to complement our strategic planning process. The~~and guide the Board and ~~Audit~~its committees in the execution of their respective responsibilities. The Governance Committee ~~receive regular reports~~reviews the Guidelines at least annually, and the Board updates ~~from~~the Guidelines periodically in response to changing regulatory requirements, evolving practices and otherwise as circumstances warrant.

An important aspect of achieving a strong and effective corporate governance structure is to encourage an open dialogue with our ~~legal and compliance functions. The Board also considers specific risk topics and receives regular reports from~~stockholders. Accordingly, highlighted below are the ~~heads~~key areas of our ~~principal businesses and~~ corporate ~~functions~~governance practices that ~~include discussions of the risks and exposures involved in their respective areas of responsibility.~~

~~The Board executes its risk oversight function both as a whole and through delegation to committees. In particular:~~

we believe align with common best practices.

Board Composition and Leadership

Our Board is led by an independent Non-Executive Chair who is not our CEO

~~Audit Committee~~

~~Compensation Committee~~

Each of our director nominees, other than our President and CEO, is independent

Our directors have complementary and diverse skills sets, backgrounds and experiences and are continually educated on our industry

Our Board size promotes an open dialogue among directors

Director Elections

We use a majority voting standard in uncontested director elections, and require incumbent directors who fail to receive a majority of the votes cast to tender their resignation

Directors are elected on an annual basis

Board Committee Structure

We have a well-developed committee structure with clearly understood responsibilities

•With the exception of the newly created Capital Allocation and Operations Committee in accordance with the Cooperation Agreement, each member of our standing committees is independent

~~Oversees risk~~

Director Effectiveness

Our Board, committees and directors conduct regular self and peer evaluations, led by our Governance Committee, to assess effectiveness and areas for improvement

Director Responsibilities

Each of our directors has input into the setting of the Board agenda

Each of our directors has unfettered access to management, ~~related~~and committees have the authority to ~~accounting and financial reporting,~~retain independent advisors

Our Board frequently meets in executive session without the ~~audit process, internal control over financial reporting and disclosure controls and procedures~~

•

~~Oversees the internal audit function~~

•

~~Monitors legal and compliance issues and active matters~~

CEO or other members of management

•

~~Oversees risk management related to the~~Our Board focuses on significant risks and ~~rewards associated with~~seeks the proper calibration of risk and reward while focusing on the longer-term interests of our ~~compensation policies and practices~~

•

~~Oversees management development and succession planning across senior positions~~

stockholders

Director Compensation

~~EHS Committee~~

~~Governance Committee~~

•

~~Oversees risk management related to risks directly related to the environment, health and safety areas~~

•

~~Oversees risk management related to governance structure and processes and risks arising from related person transactions~~

We pay a substantial portion of non-employee director compensation in equity grants

Related Person Transactions

The Governance Committee administers a written Related Person Transaction Policy that applies to any transaction or series of transactions in which we are a participant, the amount involved exceeds or may be expected to exceed $120,000 and a related person has a direct or indirect material interest. Under the policy, our ~~General Counsel~~Chief Legal and Compliance Officer determines whether a transaction meets the requirements of a related person transaction requiring review by the Governance Committee. Transactions that fall within this definition will be referred to the Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Governance Committee will decide whether or not to approve the transaction and will approve only those transactions that are in our best ~~interests.~~interest. In addition, the Board has delegated to the Chair of the Governance Committee the authority to

36 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

pre-approve or ratify any transaction with a related person in which the aggregate amount involved is expected to be less than $500,000.

We did not engage in any transaction during fiscal ~~2017,~~2022, and have no currently proposed transaction, in which the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest.

Communicating with the Board

Stockholders and other interested parties may communicate with any of our directors, including our Non-Executive Chair and the Chairs of our committees, or our independent directors as a group, on Board-related issues by writing in care of our Corporate Secretary at our principal executive office address: 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. Stockholders and other interested persons may also communicate with directors by sending an email message to boardofdirectors@muellerwp.com, or with the Audit Committee by sending an email message to auditcommittee@muellerwp.com. These procedures may change from time to time. Please visit our website at www.muellerwaterproducts.com for the most current means of contacting our directors.

Director Compensation

The Compensation Committee is responsible for reviewing and considering revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the peer group described under “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.”

The Board reviews the Compensation Committee’s recommendations and determines the final structure and amounts of director compensation. The Board has determined compensation for non-employee directors should comprise a mix of cash and equity-based awards consistent with the mix and form of payment implemented by other companies in our peer group. In addition to utilizing an overall compensation structure consistent with market practice, the Board believes the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through equity-based awards until they own Common Stock equal in market value to at least five times their annual retainer. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information.

Annual Retainer

Each non-employee director was entitled to receive an annual retainer of $65,000 for fiscal 2022. In addition, the Chairs of the Audit Committee, the Compensation Committee, the Governance Committee and the EHS Committee were entitled to receive chair fees equal to $20,000, $15,000, $10,000 and $10,000, respectively. Our Non-Executive Chair receives $100,000 for serving in this capacity. The annual retainers and chair fees are paid quarterly.

Meeting Fees

Each non-employee director was entitled to receive $1,500 for each Board or committee (in which the applicable director was a member) meeting attended during fiscal 2022, except that our Non-Executive Chair, who is an ex officio member of the Audit, Compensation, Governance and EHS Committees of the Board, receives no fees for meetings of these Committees. Meeting fees are paid promptly after the conclusion of each meeting.

Deferred Compensation

The Board adopted the Mueller Water Products, Inc. Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their directors’ fees. We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with our Corporate Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72nd birthday or the year of the participant’s termination of his or her services as a director, with the payment made in cash in one, five, ten or fifteen annual installments as determined by the participating director in his or her election form. Mr. Tokarz was the only non-employee director who participated in this plan during fiscal 2022. Mr. Tokarz’s deferred payments are maintained in a stock equivalent account.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 37

ELECTION OF DIRECTORS

Equity-Based Awards

Our Second Amended and Restated 2006 Stock Incentive Plan (the “Stock Plan”) provides that, on the date of each annual meeting of stockholders, we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for at least six months. In addition, the Stock Plan provides that each director will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which will be determined by the Compensation Committee. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation Decisions.”

On February 7, 2022, each non-employee director received equity-based awards in the amount of $115,000, which resulted in the grant of 8,825 restricted stock units (“RSUs”) in accordance with the Stock Plan and related policies. These RSUs will vest for directors remaining in continuous service through the first anniversary of the grant date, although the Compensation Committee may waive this minimum service requirement. On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000, which resulted in the grant of 8,825 RSUs that vest one half per year on each of the first two anniversary dates of the grant date.

Travel Expenses

We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.

38 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

Director Compensation Summary

The following table shows fiscal 2022 compensation for our non-employee directors.


DIRECTOR COMPENSATION TABLE


	Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)	Total ($)
Name	Annual Retainer ($)(1)	Meeting Fees ($)	Other ($)(3)	Total ($)
Shirley C. Franklin	65,000	30,000	1,500	96,500	114,990	211,490
Thomas J. Hansen	65,000	28,500	1,500	95,000	114,990	209,990
Jerry W. Kolb(4)	28,111	21,000	—	49,111	114,990	164,101
Mark J. O’Brien	165,000	12,000	—	177,000	114,990	291,990
Christine Ortiz	65,000	34,500	1,500	101,000	114,990	215,990
Bernard G. Rethore	75,000	43,500	—	118,500	114,990	233,490
Jeffery S. Sharritts	65,000	39,000	—	104,000	114,990	218,990
Brian L. Slobodow(5)	—	—	—	—	—	—
Lydia W. Thomas	75,000	31,500	1,500	108,000	114,990	222,990
Michael T. Tokarz	80,000	34,500	—	114,500	114,990	229,490
Stephen C. Van Arsdell	80,000	39,000	—	119,000	114,990	233,990

(1)Includes fees earned as Chair of a committee or as Non-Executive Chair.

(2)Reflects the grant date fair value of the RSUs granted during fiscal 2022 computed in accordance with the stock-based compensation accounting rules described in our fiscal 2022 consolidated financial statements, which are included in the 2022 Annual Report. On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000.

(3)The members of the EHS Committee received a one-time payment of $1,500 for participation in working sessions related to the oversight of a special health and safety project commissioned by the Board.

(4)Mr. Kolb retired from the Board at the 2022 Annual Meeting. Due to his retirement from the Board on February 7, 2022, Mr. Kolb received prorated fees during fiscal 2022.

(5)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, 2022.


	Option Awards		Stock Awards
	Number of Securities Underlying Options (#)		Number of Shares or Units of Stock That Have Not Vested (#)
	Exercisable	Unexercisable
Shirley C. Franklin	—	—	8,825
Thomas J. Hansen	20,447	—	8,825
Jerry W. Kolb(1)	—	—	8,825
Mark J. O’Brien	33,025	—	8,825
Christine Ortiz	—	—	8,825
Bernard G. Rethore	20,447	—	8,825
Jeffery S. Sharritts	—	—	8,825
Brian L. Slobodow(2)	—	—	—
Lydia W. Thomas	33,025	—	8,825
Michael T. Tokarz	33,025	—	8,825
Stephen C. Van Arsdell	—	—	8,825

(1)On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the amount of $115,000, which resulted in the grant of 8,825 RSUs that vest one half per year on the first two anniversary dates of the grant date.

(2)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 39

EXECUTIVE COMPENSATION


Proposal Two
Advisory Vote to Approve Executive Compensation
			The Board recommends a vote FOR this proposal.

We provide our stockholders with the annual opportunity to cast an advisory vote to approve the compensation of our named executive officers. The vote on this proposal represents an additional means by which we obtain feedback from our stockholders about executive compensation. Our Compensation Committee sets executive compensation.

The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term stockholder value. To meet this objective, the Compensation Committee has designed compensation plans for our executive officers that target total compensation at or about the regressed 50th percentile of our customized peer group. See “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.” A significant portion of our executives’ overall compensation is structured as incentive compensation. For fiscal 2022, incentive compensation represented approximately 83% of our current CEO’s total target compensation (excluding Other Compensation), and an average of 67% of the total target compensation (excluding Other Compensation) of the other named executive officers. We believe an emphasis on both short-term and long-term incentive compensation aligns executives’ and stockholders’ interests. Further, the Company’s results, as measured against the performance metrics established by the Committee in fiscal 2022, produced a performance-based cash incentive compensation payout percentage of 89.3% of target for Ms. Zakas and Messrs. Hall, Heinrichs and Helms and 91.0% of target for Mr. Takeuchi and a long-term incentive payout percentage of 70.0% for incentives based on RONA performance and 88.9% for incentives based on relative total shareholder return for all NEOs, which illustrate rigorous and meaningful targets and highlight the Committee's pay-for-performance philosophy.

We encourage our stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation policies and procedures implement our compensation philosophy. The Board and the Compensation Committee believe these policies and procedures are strongly aligned with the long-term interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals.

Accordingly, we ask for stockholder approval of the following resolution:

RESOLVED, that the stockholders of Mueller Water Products, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure in the Company’s proxy statement for the 2023 annual meeting of stockholders.

At the most recent annual meeting of stockholders, approximately 93% of votes cast were in support of the compensation of our named executive officers. The Compensation Committee will once again consider the result of this year’s vote, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation program. See “Compensation Discussion and Analysis — Highlights of 2022 Executive Compensation.”

Deferred Compensation ~~Committee Interlocks and Insider Participation~~

~~During fiscal 2017, none of~~The Board adopted the ~~members of the Compensation Committee was a former or current officer or employee of~~ Mueller Water Products, Inc. Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their directors’ fees. We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with our Corporate Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72nd birthday or the year of ~~its subsidiaries~~the participant’s termination of his or ~~had any relationships requiring disclosure~~her services as a ~~related person transaction. None of our executive officers serves~~director, with the payment made in cash in one, five, ten or ~~has served on~~fifteen annual installments as determined by the ~~board of directors~~participating director in his or ~~compensation committee of any other entity that has or has had one or more executive officers~~her election form. Mr. Tokarz was the only non-employee director who ~~served as a member of the Board or its Compensation Committee~~participated in this plan during fiscal ~~2017.~~2022. Mr. Tokarz’s deferred payments are maintained in a stock equivalent account.

~~Table of Contents~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 37

~~Communicating with the Board~~

Stockholders and other interested parties may communicate with any of our directors, including our Lead Director and the Chairs of our committees, or our independent directors as a group, on Board-related issues by writing in care of our Corporate Secretary at our principal executive office address: 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. Stockholders and other interested persons may also communicate with directors by sending an email message to ~~boardofdirectors@muellerwp.com, or with the Audit Committee by sending an email message to~~ ~~auditcommittee@muellerwp.com. These procedures may change from time to time. Please visit our website at~~ ~~www.muellerwaterproducts.comfor the most current means of contacting our directors.~~

~~Table of Contents~~ELECTION OF DIRECTORS

~~DIRECTOR COMPENSATION~~

The Compensation Committee is responsible for reviewing and considering any revisions to director compensation. With the assistance of its independent compensation consultant, the Compensation Committee reviews director compensation and compares it to director compensation paid by other companies in the peer group described under “Compensation Discussion and Analysis — Executive Compensation Program Overview — Peer Group Benchmarking and Total Compensation.”

The Board reviews the Compensation Committee’s recommendations and determines the final structure and amounts of director compensation. The Board has determined compensation for non-employee directors should comprise a mix of cash and equity-based awards. The Board believes the interests of directors are aligned with the interests of other stockholders by linking a significant portion of director compensation to Common Stock performance. Under our stock ownership guidelines, directors are required to hold at least 50% of the Common Stock acquired through equity-based awards until they own Common Stock equal in market value to at least five times their annual retainer. See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Stock Ownership Guidelines” for more information.

~~Annual Retainer~~

Each non-employee director received an annual retainer of $55,000 for fiscal 2017. Annual retainers are paid quarterly. In addition, the Chairs of the Audit Committee and Compensation Committee each received $15,000, while the Chairs of the Governance Committee and EHS Committee each received $7,500. Our Lead Director received $50,000 for serving in this capacity.

~~Meeting Fees~~

Each non-employee director received $1,500 for each Board or committee meeting attended during fiscal 2017, except that our Lead Director, who is an ex officio member of each standing committee of the Board, receives no meeting fees. Meeting fees are paid monthly.

Equity-Based Awards

Our Second Amended and Restated 2006 Stock Incentive Plan (the ~~“2006 Stock~~“Stock Plan”) provides that, on the date of each annual meeting of stockholders, we will grant equity-based awards with an economic value determined by the Compensation Committee to each non-employee director who is re-elected to the Board and has served as a director for at least six months. In addition, the ~~2006~~ Stock Plan provides that each director will receive an initial equity-based grant on the date on which he or she commences service as a director, the economic value and terms of which will be as determined by the Compensation Committee. ~~The number of units equivalent to the economic value of those awards is calculated by the Compensation Committee~~’~~s compensation consultant.~~ See “Compensation Discussion and Analysis — Other Compensation Practices and Policies — Role of Compensation Consultant in Compensation ~~Decisions”.~~Decisions.”

On ~~January 25, 2017,~~February 7, 2022, each non-employee director received equity-based awards in the ~~form~~amount of ~~6,612~~$115,000, which resulted in the grant of 8,825 restricted stock units (“RSUs”)~~. The outstanding~~ in accordance with the Stock Plan and related policies. These RSUs will vest for directors remaining in ~~equal installments on~~continuous service through the first ~~second and third anniversaries~~anniversary of the grant ~~date.~~

Under our 2006 Stock Plan, once a participant becomes “retirement-eligible,” all outstanding and unvested equity-based awards automatically vest upon retirement. Each of our non-employee directors is “retirement eligible”. Commencing in fiscal 2014, all equity-based awards participants must remain in continuous service from the grant date, ~~through at least the first anniversary thereof to receive accelerated vesting upon retirement from the Board,~~ although the Compensation Committee may waive this minimum service requirement.

Mr. Leonard retired from the Board at the 2017 Annual Meeting. At a January 2017 Board meeting, the Board awarded to Mr. Leonard an equity-based grant equal to 6,612 shares of Common Stock in recognition of his many years of service to the Board and waived the minimum service requirement On February 7, 2022, in connection with his retirement from service, Mr. Kolb received an equity-based award in the ~~award.~~amount of $115,000, which resulted in the grant of 8,825 RSUs that vest one half per year on each of the first two anniversary dates of the grant date.

Travel Expenses

We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.

~~Table of Contents~~

38 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

Director Compensation Summary

The following table shows fiscal ~~2017~~2022 compensation for our non-employee directors.

Fiscal 2017 Director Compensation Table
Name Fees Earned or Paid in Cash ($)
Stock
Awards
($)⁽²⁾
All Other
Compensation
($)
Total
($)
Annual
Retainer
($)⁽¹⁾
Meeting
Fees
($)
Total
($)
Shirley C. Franklin 55,000
31,500
86,500
89,989
—
176,489
Thomas J. Hansen 55,000
39,000
94,000
89,989
—
183,989
Jerry W. Kolb 70,000
54,000
124,000
89,989
—
213,989
Joseph B. Leonard⁽³⁾
13,750
21,000
34,750
89,989
—
124,739
Mark J. O’Brien 105,000
18,000
123,000
89,989
—
212,989
Bernard G. Rethore 62,500
51,000
113,500
89,989
—
203,489
Lydia W. Thomas 62,500
34,500
97,000
89,989
—
186,989
Michael T. Tokarz ⁽⁴⁾
70,000
42,000
112,000
89,989
20,674
222,663


~~(1)~~			~~Includes fees earned as chair of a committee or as Lead Director.~~DIRECTOR COMPENSATION TABLE

~~(2)~~

Reflects the grant date fair value of the RSUs granted during fiscal 2017 computed in accordance with the stock-based compensation accounting rules described in Note 11 of our fiscal 2017 consolidated financial statements, which are included in the 2017 Annual Report. Since all non-employee directors were retirement-eligible at the grant date, expense is recognized over one year from the date of grant.


~~(3)~~	~~Mr. Leonard retired from the Board at the 2017 Annual Meeting. In connection with Mr. Leonard’s retirement, all of his outstanding stock awards vested and became immediately exercisable.~~


~~(4)~~	Mr. Tokarz deferred the receipt of all director compensation fees earned in fiscal 2017 into 8,992 stock equivalent shares of Common Stock. “All Other Compensation” represents amounts accrued on identical terms to dividends paid on Common Stock equal to the accumulated stock equivalent share balance. See “— Deferred Compensation” for more information.


	Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)	Total ($)
Name	Annual Retainer ($)(1)	Meeting Fees ($)	Other ($)(3)	Total ($)
Shirley C. Franklin	65,000	30,000	1,500	96,500	114,990	211,490
Thomas J. Hansen	65,000	28,500	1,500	95,000	114,990	209,990
Jerry W. Kolb(4)	28,111	21,000	—	49,111	114,990	164,101
Mark J. O’Brien	165,000	12,000	—	177,000	114,990	291,990
Christine Ortiz	65,000	34,500	1,500	101,000	114,990	215,990
Bernard G. Rethore	75,000	43,500	—	118,500	114,990	233,490
Jeffery S. Sharritts	65,000	39,000	—	104,000	114,990	218,990
Brian L. Slobodow(5)	—	—	—	—	—	—
Lydia W. Thomas	75,000	31,500	1,500	108,000	114,990	222,990
Michael T. Tokarz	80,000	34,500	—	114,500	114,990	229,490
Stephen C. Van Arsdell	80,000	39,000	—	119,000	114,990	233,990

(1)Includes fees earned as Chair of a committee or as Non-Executive Chair.

(4)Mr. Kolb retired from the Board at the 2022 Annual Meeting. Due to his retirement from the Board on February 7, 2022, Mr. Kolb received prorated fees during fiscal 2022.

(5)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, ~~2017~~2022.


	Option Awards		Stock Awards
	Number of Securities Underlying Options (#)		Number of Shares or Units of Stock That Have Not Vested (#)
	Exercisable	Unexercisable
Shirley C. Franklin	—	—	8,825
Thomas J. Hansen	20,447	—	8,825
Jerry W. Kolb(1)	—	—	8,825
Mark J. O’Brien	33,025	—	8,825
Christine Ortiz	—	—	8,825
Bernard G. Rethore	20,447	—	8,825
Jeffery S. Sharritts	—	—	8,825
Brian L. Slobodow(2)	—	—	—
Lydia W. Thomas	33,025	—	8,825
Michael T. Tokarz	33,025	—	8,825
Stephen C. Van Arsdell	—	—	8,825

(2)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

Option Awards Stock Awards

Name⁽¹⁾
Number of Securities Underlying Options
(#)
Number of Shares or Units of Stock That Have Not Vested
(#)

Exercisable Unexercisable
Franklin 65,796
—
6,612

Hansen 58,999
—
6,612

Thomas 79,724
—
6,612

Kolb 55,084
—
6,612

O’Brien 89,425
—
6,612

Rethore 33,025
—
6,612

Tokarz 89,425
—
6,612

PROXY STATEMENT FOR 2023 ANNUAL MEETING 39

EXECUTIVE COMPENSATION


~~(1)~~Proposal Two
Advisory Vote to Approve Executive Compensation
			~~Each director is “retirement-eligible” under the 2006 Stock Plan. Commencing in fiscal 2014, all equity-based awards require~~ The Board recommends a grantee who is or becomes “retirement-eligible” prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. For purposes ofvote FOR this ~~table, all stock options and RSUs outstanding are deemed vested.~~proposal.

Accordingly, we ask for stockholder approval of the following resolution:

Deferred Compensation

The Board adopted the Mueller Water Products, Inc. Directors’ Deferred Fee Plan, as amended, under which non-employee directors may elect to defer all or a portion of their directors’ fees. We make deferred payments in January of the year determined by the non-employee director pursuant to an election filed with our Corporate Secretary. The payments may be made in any calendar year not earlier than the year in which the participant has his or her 72^nd72nd birthday or the year of the participant’s termination of his or her services as a director, with the payment made in cash in one, five, ten or fifteen annual installments as determined by the participating director in his or her election form. ~~During fiscal~~ ~~2017~~, Mr. Tokarz was the only non-employee director who participated in this ~~plan.~~plan during fiscal 2022. Mr. Tokarz’s deferred payments are maintained in a stock equivalent account.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 37

~~Table of Contents~~

ELECTION OF DIRECTORS

Equity-Based Awards

Travel Expenses

We reimburse directors for their travel and related expenses in connection with attending Board and committee meetings and related activities.

38 MUELLER WATER PRODUCTS, INC.

ELECTION OF DIRECTORS

Director Compensation Summary

The following table shows fiscal 2022 compensation for our non-employee directors.


DIRECTOR COMPENSATION TABLE


	Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)	Total ($)
Name	Annual Retainer ($)(1)	Meeting Fees ($)	Other ($)(3)	Total ($)
Shirley C. Franklin	65,000	30,000	1,500	96,500	114,990	211,490
Thomas J. Hansen	65,000	28,500	1,500	95,000	114,990	209,990
Jerry W. Kolb(4)	28,111	21,000	—	49,111	114,990	164,101
Mark J. O’Brien	165,000	12,000	—	177,000	114,990	291,990
Christine Ortiz	65,000	34,500	1,500	101,000	114,990	215,990
Bernard G. Rethore	75,000	43,500	—	118,500	114,990	233,490
Jeffery S. Sharritts	65,000	39,000	—	104,000	114,990	218,990
Brian L. Slobodow(5)	—	—	—	—	—	—
Lydia W. Thomas	75,000	31,500	1,500	108,000	114,990	222,990
Michael T. Tokarz	80,000	34,500	—	114,500	114,990	229,490
Stephen C. Van Arsdell	80,000	39,000	—	119,000	114,990	233,990

(1)Includes fees earned as Chair of a committee or as Non-Executive Chair.

(4)Mr. Kolb retired from the Board at the 2022 Annual Meeting. Due to his retirement from the Board on February 7, 2022, Mr. Kolb received prorated fees during fiscal 2022.

(5)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

The following table shows information related to option awards and stock awards made to our non-employee directors that were outstanding at September 30, 2022.


	Option Awards		Stock Awards
	Number of Securities Underlying Options (#)		Number of Shares or Units of Stock That Have Not Vested (#)
	Exercisable	Unexercisable
Shirley C. Franklin	—	—	8,825
Thomas J. Hansen	20,447	—	8,825
Jerry W. Kolb(1)	—	—	8,825
Mark J. O’Brien	33,025	—	8,825
Christine Ortiz	—	—	8,825
Bernard G. Rethore	20,447	—	8,825
Jeffery S. Sharritts	—	—	8,825
Brian L. Slobodow(2)	—	—	—
Lydia W. Thomas	33,025	—	8,825
Michael T. Tokarz	33,025	—	8,825
Stephen C. Van Arsdell	—	—	8,825

(2)Mr. Slobodow was appointed to the Board on October 13, 2022 in accordance with the Cooperation Agreement.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 39

EXECUTIVE COMPENSATION ~~DISCUSSION AND ANALYSIS~~


Proposal Two
Advisory Vote to Approve Executive Compensation
			The Board recommends a vote FOR this proposal.

Accordingly, we ask for stockholder approval of the following resolution:

Compensation Committee Interlocks and Insider Participation

During fiscal 2022, none of the members of the Compensation Committee (comprised of Shirley C. Franklin, Thomas J. Hansen, Jeffery S. Sharritts, Michael T. Tokarz and Stephen C. Van Arsdell) was a former or current officer or employee of the Company or any of its subsidiaries or had any relationships requiring disclosure as a related person transaction. None of our executive officers serves or has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or its Compensation Committee during fiscal 2022.

40 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis is intended to provide our stockholders with information about our fiscal ~~2017~~2022 compensation program for the following executive officers (collectively, “named executive officers” or “NEOs”):

~~Gregory E. Hyland, Executive Chairman and former President and Chief Executive Officer~~

~~Scott Hall, President and Chief Executive Officer~~

~~Evan L. Hart, Senior Vice President and Chief Financial Officer~~

~~Keith L. Belknap, Executive Vice President, Business Development, General Counsel and Chief Compliance Officer~~

~~Gregory E. Rogowski, Executive Vice President, Sales and Marketing~~

~~Marietta Edmunds Zakas, Executive Vice President, Strategy, Corporate Development and Communications~~

~~Fiscal 2017 Events~~

On January 6, 2017, we sold our former Anvil business. Neither the divestiture of Anvil nor its results of operations had any impact on the compensation of our NEOs for fiscal 2017. Accordingly, Anvil’s results of operations and metrics have been excluded from all financial and performance information related to compensation contained in this proxy statement.

Effective January 23, 2017, our Board appointed Scott Hall as our President and Chief Executive Officer. Mr. Hall joined us from Textron, Inc. where he most recently served as President and Chief Executive Officer of its Industrial segment. Mr. Hall succeeded Mr. Hyland, who assumed the role of Executive Chairman.

On February 15, 2017, we acquired Singer Valve, a manufacturer of automatic control valves. Neither the acquisition of Singer Valve nor its results of operations had any impact on the compensation of our NEOs for fiscal 2017. Accordingly, Singer Valve’s results of operations and metrics have been excluded from all financial and performance information related to compensation contained in this proxy statement.

On September 7, 2017, we announced a strategic reorganization and restructuring plan designed to accelerate our new product innovation and revenue growth. As a result of the reorganization, we will continue to report our financial performance based on two reportable segments. However, the names of these two segments have changed: Our Infrastructure segment was previously reported as “Mueller Co.” and our Technologies segment was previously reported as “Mueller Technologies”. The components of these two segments did not change.

~~Highlights of 2017 Performance~~

~~In fiscal 2017, we improved~~J. Scott Hall

President and Chief Executive Officer

Marietta Edmunds Zakas

Executive Vice President and Chief Financial Officer

Steven S. Heinrichs

Executive Vice President, Chief Legal and Compliance Officer and Secretary

Todd P. Helms

Senior Vice President and Chief Human Resources Officer

Kenji Takeuchi

Senior Vice President, Water Management Solutions

Notable Achievements in Fiscal 2022


			We continued execution of our ~~operating performance~~long-term capital allocation strategy, allocating approximately $55 million for capital expenditures, nearing completion of the new lead-free brass foundry and ~~executed initiatives~~ reducing our geographic footprint.
			We launched the Diversity, Equity and Inclusion Council.
			We increased corporate efficiencies and reduced our geographic and environmental footprint with the consolidation of our facilities in Woodland, Washington; Hammond, Indiana; Aurora, Illinois; and Surrey, British Columbia into the recently acquired facility in Kimball, Tennessee.
			We again increased our annual dividend, which is the seventh increase since 2014.
			We experienced the second consecutive year of double-digit net sales growth and ended the year with a record backlog.
			We published our second annual ESG Report, updating our ambitious goals and targets.

Highlights of Fiscal 2022 Performance

Focused on Operational Investment and Efficiencies to ~~return value to our stockholders.~~

Increase Long-Term Stockholder Value

~~Strong Operating Results~~

We ~~increased~~generated net sales ~~3.2% over the prior year to $826.0 million. Our~~of $1,274.4 million, operating income of $111.6 million, adjusted EBITDA of $194.5 million and net income per diluted share of $0.48 (with adjusted net income per diluted share of $0.58). Adjusted EBITDA and adjusted net income are financial measures not calculated in ~~fiscal 2017 were $100.7 million~~accordance with GAAP and ~~$123.3 million, respectively.Adjusted operating income from continuing operations improved 4.5%~~are therefore considered non-GAAP measures. See Exhibit A for a reconciliation of non-GAAP performance measures to ~~$121.9 million, from $116.7 million in fiscal 2016. Adjusted income from continuing operations improved 17.1% to $71.2, million from $60.8 million in the prior year.~~

GAAP performance measures.

Dividend Benefits

Stockholder Value

~~Increased dividend~~

•We ~~increased our~~paid stockholders a quarterly ~~dividend~~$0.058 per share dividend during fiscal 2022, an increase of 5.5% from fiscal 2021.

•We returned $36.5 million to ~~$0.04 from $0.03. We paid~~ ~~$24.0 million of~~our stockholders through dividends in fiscal ~~2017.~~2022.

~~Repurchased Shares~~

We repurchased ~~$55.0~~$35 million of our outstanding Common Stock during fiscal ~~2017.~~2022.

~~Table of Contents~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 41

EXECUTIVE COMPENSATION

Highlights of ~~2017~~2022 Performance Related to Executive Compensation

On January 6, 2017, we sold our former Anvil business. On February 15, 2017, we acquired Singer Valve. The results of operations of Anvil and Singer Valve had no impact on the compensation of our named executives officers for fiscal 2017. Accordingly, Anvil’s and Singer Valve’s results of operations and metrics have been excluded from all financial or performance information related to compensation contained in this proxy statement.

The Compensation Committee used several financial and performance elements (including those set forth below) to assess and determine incentive plan compensation earned during fiscal ~~2017.~~2022. Our compensation programs continually evolve to incorporate stockholder feedback, market best practices, and performance and retention considerations. Our stockholders have strongly supported our executive compensation program in the past, as exhibited by an affirmative “say-on-pay” vote of approximately 95% and 93% in each of the last two years. See Exhibit A for a reconciliation of the following non-GAAP financial ~~results~~measures used in determining executive compensation to GAAP financial results.


Company Results for Performance Evaluation Basis
	Company-Wide			Segment Performance (Water Management Solutions)		Return on Net Assets(3) (RONA)	Relative Total Shareholder Return(4) (rTSR)
	Net Sales	Adjusted EBITDA(1)	Adjusted Working Capital (as a % of Net Sales(2)	Net Sales	Adjusted EBITDA(1)
	($ in millions)		%	($ in millions)		%	Percentile
2022	1,247.4	195.2	27.5	516.0	115.6	19.6	44.4

Adjusted Net Sales
Adjusted Operating Income from Continuing Operations⁽¹⁾
Adjusted Income from Continuing Operations⁽²⁾
Return on Net Assets⁽³⁾

($ in millions) ($ in millions) ($ in millions) (%)
2017 815.7
121.3
68.5
34.4
2016 800.6
116.7
57.3
34.0
(1)Defined for this purpose as net income plus interest, income tax, depreciation and amortization expenses, adjusted to exclude significant unusual charges and credits. For the purposes of Adjusted EBITDA for performance evaluation basis, the Company removed the amounts related to Workplace Safety Assessment costs.


~~(1)~~	~~Defined for this purpose as operating income adjusted to exclude pension settlement expenses, expenses related to exploring potential acquisitions and divestitures and other charges.~~


~~(2)~~	Defined for this purpose as income from continuing operations calculated using our actual effective income tax rate in 2017 and a predetermined income tax rate in 2016 and to exclude other charges, expenses related to exploring potential acquisitions and divestitures, results of operations of new or divested businesses and pension settlement expenses.


~~(3)~~	Defined for this purpose as the quotient obtained by dividing income tax-effected adjusted operating income from continuing operations plus amortization by the quarterly average of working capital and fixed assets, excluding balances related to acquired or divested businesses. Working capital excludes cash and debt. Fixed assets is property, plant and equipment.

(2)Adjusted Working Capital as a Percent of Net Sales is a non-GAAP measure and means the Average Net Working Capital over the previous five calendar quarters divided by Net Sales for the fiscal year, subject to certain applicable adjustments. ‘‘Average Net Working Capital’’ means, as of September 30, 2022, the average of the last five quarter end balances for each of (i) receivables, as reported, plus (ii) inventories, as reported, minus (iii) accounts payable. For fiscal 2022, there were no adjustments to the working capital as a percent of net sales.

(3)Defined for this purpose as the after-tax quotient obtained by dividing performance evaluation basis adjusted operating income plus amortization of capitalized software and intangible assets by the quarterly average of the sum of working capital, excluding cash, current debt and accrued interest and other items plus property, plant and equipment.

(4)See “Proposal Two - Advisory Vote to Approve Executive Compensation — Compensation Discussion and Analysis — Long-Term Equity-Based Compensation” for more information on rTSR.

Highlights of ~~2017~~2022 Executive Compensation

We design our executive officer compensation programs to target total compensation at or about the regressed 50th percentile for comparable executive positions at companies in our ~~customized~~ peer group. The principal elements of our compensation program for executives are base salary, annual performance-based cash bonus, long-term incentive equity compensation and broad-based benefit ~~programs.~~programs and executive severance plan, as applicable.

~~We consider stockholder feedback on executive compensation~~. At our 2016 and 2017 annual meetings of stockholders, approximately 98% of the votes cast supported the advisory vote on executive compensation. We carefully consider feedback from our stockholders regarding executive compensation.


◦			~~Based on strong stockholder support expressed for~~We tie our ~~executive~~executives' compensation ~~programs, the Compensation Committee applied a consistent pay-for-performance philosophy in structuring executive compensation for fiscal 2017.~~to Company performance.

◦

~~Stockholders are invited to express their views or concerns on executive~~For fiscal 2022, 56.0% of our CEO’s total target compensation, ~~directly to the Chair~~and an average of 47.8% of the ~~Compensation Committee in the manner described under “Corporate Governance — Communicating with the Board.”~~total target compensation of our other NEOs, could only be earned by meeting performance goals.

PERFORMANCE-BASED TOTAL TARGET COMPENSATION(1)

(1)Excludes Other Compensation. See "Executive Compensation — Summary Compensation Table" for total compensation as earned.

•Our NEOs’ compensation was both negatively and positively affected by Company performance in relation to targets set for fiscal 2022.

•Annual cash bonuses earned by our NEOs (excluding Mr. Hall) for fiscal 2022 ranged from $168,359 to $280,528 compared with $234,925 to $443,070 last year.

We42 ~~structure~~MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

•Long-term performance-based compensation to ~~pay~~based on the RONA financial measure was paid or credited at 70.0% of target and long-term performance-based compensation based upon rTSR was paid or credited at 88.9% of target for ~~performance.~~ fiscal 2022.


			We structure performance-based compensation to pay for performance.

We set clear and measurable financial goals for Company ~~and segment~~ performance. In evaluating individual performance, we assess progress toward strategic priorities.

~~Performance-based compensation earned by our named executive officers.~~ For fiscal 2017, 42% of our CEO’s total target compensation, and an average of 45% of the total target compensation of our other NEOs (excluding Mr. Hyland), could only be earned by meeting performance goals.


◦			~~Our NEOs’ compensation was both positively and negatively affected by Company and segment performance in relation to targets set for fiscal 2017.~~We consider stockholder feedback on executive compensation.


◦At our 2021 and 2022 annual meetings of stockholders, approximately 95% and 93%, respectively, of the votes cast supported the advisory vote on executive compensation. We carefully consider feedback from our stockholders regarding executive compensation.	~~Annual cash bonuses earned by our continuing NEOs ranged from 74% to 121% of target (compared with 101% to 129% of target last year).~~	“SAY-ON-PAY” SUPPORT

•Based on strong stockholder support expressed for our executive compensation programs, the Compensation Committee applied a consistent pay-for-performance philosophy in structuring executive compensation for fiscal 2022.

~~Table~~•Stockholders are invited to express their views or concerns on executive compensation directly to the Chair of ~~Contents~~the Compensation Committee in the manner described under “Corporate Governance — Communicating with the Board.”


◦			~~Long-term, performance-based compensation was paid or credited at 100% of target~~We utilize best practices for ~~fiscal 2017 because~~executive compensation.

WE DO

WE DON’T

Use incentives to substantially link NEO pay to Company performance

Re-price or exchange equity-based awards

Require executives and directors to maintain significant stock ownership levels

Permit hedging or pledging of Common Stock by directors or executives

Maintain a compensation clawback policy

Pay dividends on ~~the “return on net assets” financial measure was at the target level.~~unvested equity-based incentives

Require a double trigger for equity award vesting upon a change-in-control

Provide excise tax gross-up benefits

~~We continue to maintain best practices for executive compensation~~PROXY STATEMENT FOR 2023 ANNUAL MEETING. 43

~~Table of Contents~~

EXECUTIVE COMPENSATION

Executive Compensation Program Overview

Guiding Principles

The Compensation Committee has identified the following guiding principles in overseeing the compensation program for our executives:




Competitiveness Compensation programs should be designed to target at the 50^thregressed 50th percentile ~~plus or minus 15%,~~ of total compensation for comparable executive positions at a customized peer group.	Pay for Performance Where compensation for an executive is tied to the achievement of financial and strategic goals, actual results that exceed target levels should provide above-target payouts, and results that do not exceed threshold levels should not provide payouts.


Responsibility A significant portion of an executive’s overall compensation should be tied to the achievement of financial performance goals. The portion of an executive’s target total compensation that is incentive based should increase as an executive’s responsibilities increase.		Stockholder Alignment Executives’ interests are more directly aligned with stockholders’ interests when compensation programs: •Emphasize both short- and long-term financial ~~performance~~performance; •Are significantly impacted by the value of Common ~~Stock~~Stock; and •Require meaningful Common Stock ownership.

Peer Group Benchmarking and Total Compensation

Each year, the Compensation Committee’s compensation consultant collects peer group compensation data and prepares an executive benchmarking study using a market regression analysis to size-adjust the market data for our net sales size as a ~~whole and for each separate business unit.~~whole. The Compensation Committee, with input from its independent compensation consultant, reviews the prior year peer group. This review focuses on companies that have a primary manufacturing component to their businesses, have similar organizational structures and are publicly traded or otherwise file financial statements with the SEC. ~~The 20-company~~We believe the resulting peer group ~~approved by~~provides a valid and appropriate comparison for the Company’s executive compensation program and governance practices. For fiscal 2022, the Compensation Committee ~~for~~ ~~fiscal 2017~~did not make any changes to the previous year’s group. ~~(the “Peer~~The peer group for fiscal 2022 (“Peer Group”) isconsisted of the companies listed ~~below and is unchanged from the~~ below.~~fiscal 2016~~ ~~peer group.~~



Fiscal ~~2017~~2022 Peer Group
~~Ametek, Inc.~~	~~IDEX Corporation~~The Compensation Committee targets total compensation at or about the regressed 50th percentile of the Peer Group
	Armstrong World Industries, Inc.		~~Lennox International~~Helios Technologies, Inc.
	Badger Meter, Inc.		Hillenbrand, Inc.
	Chart Industries		IDEX Corporation
	Circor International Inc.		Itron, Inc.
	Crane Co.		Mueller Industries, Inc.
	~~Briggs & Stratton Corporation~~		~~Otter Tail Corporation~~
	~~Circor International~~EnPro Industries, Inc.	Quanex Building Products Corporation
	~~Crane Co.~~		~~Roper~~ESCO Technologies Inc.
	~~Curtiss-Wright Corporation~~		~~Tennant Co.~~SPX Flow
	~~Donaldson Company, Inc.~~Franklin Electric Co.		Valmont Industries, Inc.
~~EnPro Industries,~~Graco Inc.	Watts Water Technologies, Inc.
~~Graco Inc.~~Harsco Corp.	~~Worthington Industries, Inc.~~Zurn Elkay Water Solutions Corporation

The Compensation Committee regularly reviews the target total compensation of each executive and compares it to the total compensation for comparable executive positions in the Peer Group. The Compensation Committee targets total compensation at or about the regressed 50^th50th percentile of the Peer Group ~~plus or minus 15% (“targeted 50~~^th ~~percentile range”)~~, subject to individual adjustments based on experience, length of service, individual performance and other factors deemed appropriate by the Compensation Committee.

~~Table of Contents~~

44 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

Compensation Elements

The following table lists our primary elements of compensation. Each element is targeted at or about the 50^thregressed 50th percentile for comparable positions in the Peer Group.

Pay Element

Salary

Bonus

Options

RSUs

PRSUs

Recipients

~~Who Receives~~

All NEOs ~~---------------------------------------------------------------------------------------------------------------------------------------->~~

~~When Granted~~

Period of Grant

Generally reviewed every 12 months

Annually

Form of Delivery

~~Cash ---------------------------------------------------------->~~

~~Equity --------------------------------------------------------->~~

Cash

Equity

Type of Performance

Short-term emphasis ~~------------------------------------->~~

Long-term emphasis ~~-------------------------------------->~~

Performance
Measures

—

Mix of financial results and EHS-related operational goals

Value of delivered shares based on stock price on date of exercise or lapse

Value of delivered shares based on stock price on vesting dates

Return on Net Assets ("RONA") achievement

Relative total shareholder return ("rTSR")

Performance Period / Vesting

Ongoing

1 year

Generally vest annually over 3 years

~~Vests~~Generally vest annually over 3 years

Measured and earned annually and vest at the end of the 3-year award ~~cycles~~

cycle

Vest at the end of the 3-year award cycle

How Payout
Determined

Predominantly tied to Peer Group data, with an element of Compensation Committee discretion

Predominantly formulaic (based on performance against goals), with an element of Compensation Committee discretion

Completion of required service period through each vesting date

Formulaic (based on performance against goals)~~; Compensation Committee verifies results~~

for specific performance periods

~~Most Recent Performance Measures~~

~~Mix of 90% financial results / 10% EHS-related operational goals~~

~~Value of delivered shares based~~Formulaic (based on ~~stock price on vesting dates~~

~~Improvement in return on net assets~~performance against peers) for specific performance periods

Salary

The Compensation Committee regularly compares the salary of each executive to the regressed 50^th50th percentile of comparable executives in the Peer Group and uses that benchmark as a guide. Salaries for the NEOs are adjusted, as appropriate, annually on February 1. In February 2017, Mr. Hart received an annual salary increase of 3.1%; Mr. Belknap received a salary increase of 3.0%; Mr. Rogowski received a salary increase of 3.0%; and Ms. Zakas received a salary increase of 4.4%. Ms. Zakas also received payments of $5,000 per monthThe Compensation Committee approved the following salaries for ~~assuming interim human resources responsibilities.~~our NEOs in fiscal 2022.


Name	Annual Salary Rate at September 30, 2022 ($)	Annual Salary Rate at September 30, 2021 ($)	Salary Increase (%)
J. Scott Hall	854,000	825,000	3.5
Marietta Edmunds Zakas	454,564	437,081	4.0
Steven S. Heinrichs	459,426	443,890	3.5
Todd P. Helms	372,203	358,750	3.7
Kenji Takeuchi	374,920	360,500	4.0

Name Annual Salary Rate at September 30, 2017 ($) Annual Salary Rate at September 30, 2016 ($)
Gregory E. Hyland 1,000,000 900,000
Scott Hall 750,000 N/A
Evan L. Hart 418,000 405,300
Keith L. Belknap 443,500 430,500
Gregory E. Rogowski 446,000 433,000
Marietta Edmunds Zakas 357,000 341,900

Annual Cash Incentive Awards

The annual cash incentive plan rewards our named executive officers for achieving key financial metrics, which drive our operating results and enhance stockholder value. The Compensation Committee targets annual cash incentive compensation for each executive at the regressed 50^th50th percentile of comparable executives in ~~the Peer Group. For fiscal 2017, the total target opportunity for each NEO was within the targeted 50~~^th ~~percentile range of~~ the Peer Group. Based on actual achieved performance against performance goals, each NEO may earn between 0% and 200% of his or her annual cash target opportunity. For fiscal ~~2017, each NEO could earn an annual cash incentive award based on achievement against~~2022, the Compensation Committee selected two types of performance metrics: (i) financial ~~performance~~ goals (weighted 90%) and (ii) EHS-related ~~operational goals~~performance metrics (weighted 10%). ~~For~~The financial ~~performance~~ goals the Compensation Committee determined numeric goals targeting percentage improvements over the prior year’s results. All financial performance and EHS-related operational goals were set with minimum (or threshold), target and maximum objectives for each goal.related to

~~Table~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 45

EXECUTIVE COMPENSATION

adjusted EBITDA, adjusted working capital (as a % of ~~Contents~~

~~Fiscal 2017 Financial~~net sales) and ~~Operational Goals and Results~~

The Compensation Committee selected financial performance goals for corporate executives based on adjusted income from continuing operations. The Compensation Committee selected this metric to encourage focus on delivering income from continuing operations.

The Compensation Committee selected financial performance goals for Mr. Rogowski based on the Infrastructure segment’s adjusted operating income (defined as operating income, adjusted to exclude certain effects of results of operation’s of newly acquired businesses, pension settlement expenses and other charges), the Infrastructure segment’s adjusted net sales (adjusted to exclude Singer Valve) and adjusted income from continuing operations. The Compensation Committee selected a segment-specific financial performance goal for Mr. Belknap of improvement in adjusted operating income of Technologies and adjusted income from continuing operations.sales. The Compensation Committee selected these ~~performance goals primarily~~financial metrics to encourage our NEOs to focus on ~~increasing adjusted operating income.~~

generating income from continuing operations and enhancing long-term stockholder value. The ~~Compensation Committee established operational safety and environmental (“EHS”) objectives applicable to each NEO that were~~EHS-related performance metric was tied to reductions in total recordable incidence rates and key performance indicators for sustainability and specific activities identified as leading safety indicators. The EHS objectives for Messrs. Hyland, Hall and Hart and Ms. Zakas were based on company-wide performance. The EHS objectives for Messrs. Rogowski and Belknap were based on Infrastructure and Technologies performance, respectively. The Compensation Committee ~~used adjusted income from continuing operations to determine~~selected these metrics because they promote, drive and support the ~~availability of a pool from which to pay the operational~~Company’s EHS ~~objectives portion of the incentive award to Messrs. Hyland, Hall, Rogowski~~initiatives and ~~Belknap.~~

~~Table of Contents~~

~~The following table shows the fiscal 2017~~performance. All financial performance ~~targets and actual results applicable to each NEO.~~

Performance Targets and Results

Results Required to Achieve
Bonus ($ in millions, except for percentages)
2017
Actual
Results
($ in millions)
Actual 2017
Payout
Factor
(% of
Target
Bonus)
unweighted

Weight
(% of Target Bonus)
Name Metric
Threshold
(0%)
Target
(100%)
Maximum
(200%)
Gregory E. Hyland Adjusted Income from Continuing Operations 90 52.7
65.8
79.0
68.5
120.4
EHS 10 —
—
—
—
128.3
Scott Hall Adjusted Income from Continuing Operations 90 52.7
65.8
79.0
68.5
120.4
EHS 10 —
—
—
—
128.3
Evan L. Hart Adjusted Income from Continuing Operations 90 52.7
65.8
79.0
68.5
120.4
EHS 10 —
—
—
—
128.3
Keith L. Belknap Adjusted Income from Continuing Operations 55 52.7
65.8
79.0
68.5
120.4
Technologies Adjusted Operating Income (Loss) 35 (5.0 ) 0
5.0
(9.7 ) 0
EHS 10 —
—
—
—
75.0
Gregory S. Rogowski Infrastructure Adjusted Operating Income 40 138.4
173.0
207.6
166.2
80.2
Infrastructure Adjusted
Net Sales
25 715.7
753.0
790.6
729.6
37.1
Adjusted Income from Continuing Operations 25 52.7
65.8
79.0
68.5
120.4
EHS 10 —
—
—
—
137.0
Marietta Edmunds Zakas Adjusted Income from Continuing Operations 90 52.7
65.8
79.0
68.5
120.4
EHS 10 —
—
—
—
128.3

~~Table of Contents~~

~~Fiscal 2017 Annual Cash Incentive Awards~~

~~Fiscal 2017~~goals were set with minimum (or threshold), target and maximum objectives for each goal as described in the “Performance Targets and Results” table below.


2022 ANNUAL PERFORMANCE TARGETS AND RESULTS

							Weighted Aggregate Actual % of Target for Ms. Zakas and Messrs. Hall, Heinrichs and Helms 89.3%
Metric	Weight (% of Target Bonus)(		Results Required to Achieve Bonus ($ in millions, except for percentages)(1)			Actual 2022 Payout Factor (% of Target Bonus) unweighted

	Hall Zakas Heinrichs Helms	Takeuchi	Threshold (50%)	Target (100%)	Maximum (200%)
Adjusted EBITDA	50.0%	45.0%				60.6%
Net Sales	25.0%	20.0%				190.0%
Adjusted Working Capital as a % of Net Sales	15.0%	15.0%				76.8%	Weighted Aggregate Actual % of Target for Mr. Takeuchi 91.0%
WMS Segment Net Sales(2)	—	10.0%				142.0%
WMS Segment Adjusted EBITDA(2)	—	10.0%				—%
EHS(3)	10.0%	—	—	—	—	—%

(1)See Exhibit A for a reconciliation of non-GAAP performance measures to GAAP performance measures.

(2)Applicable to only Mr. Takeuchi. “Segment Performance” includes (i) the Water Management Solutions (“WMS”) segment’s Net Sales and (ii) the WMS segment’s Adjusted EBITDA, each weighted 10% of Mr. Takeuchi’s total incentive target compensation.

(3)Applicable to Ms. Zakas and Messrs. Hall, Heinrichs and Helms.

FISCAL 2022 ANNUAL CASH INCENTIVE AWARDS

Based on actual performance against the performance goals as set forth above, each NEO earned 89.3% of his or her annual cash target opportunity for fiscal 2022 with the exception of Mr. Takeuchi, who earned 91.0%. The table below shows each NEO’s annual cash target opportunity and the amount of the annual cash bonuses paid to each ~~NEO are set forth in the following table:~~NEO.


	At Target Performance			At Actual Performance
Name	% of Salary		Amount ($)	% of Target		Amount ($)
J. Scott Hall	105	%	886,438	89.3	%	791,767
Marietta Edmunds Zakas	70	%	314,070	89.3	%	280,528
Steven S. Heinrichs	60	%	272,515	89.3	%	243,410
Todd P. Helms	60	%	220,602	89.3	%	197,041
Kenji Takeuchi	50	%	185,031	91.0	%	168,359

46 MUELLER WATER PRODUCTS, INC.

Name At Target Performance At Actual Performance
% of Salary
Amount
($)
% of Target
Amount
($)
Gregory E. Hyland⁽¹⁾
100 301,736
121.2 365,674
Scott Hall⁽¹⁾
100 750,000
121.2 908,925
Evan L. Hart 75 310,325
121.2 376,083
Keith L. Belknap 70 307,417
73.7 226,627
Gregory E. Rogowski 75 331,250
85.2 282,075
Marietta Edmunds Zakas 60 211,180
121.2 255,929


~~(1)~~	Mr. Hyland’s 2017 bonus was based on his salary in effect, and performance achieved, during the period in which he served as President and Chief Executive Officer (from October 2016 through January 2017). Mr. Hall’s annual bonus for fiscal 2017 was not pro rated.

EXECUTIVE COMPENSATION

Long-Term Equity-Based Compensation

~~For fiscal 2017, our~~The long-term incentive program ~~included grants~~aligns the interests of ~~performance-based restricted~~our NEOs with those of our stockholders and rewards our NEOs for achieving key metrics. This program drives operating results, enhances stockholder value and helps retain our NEOs. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2022 Summary Compensation Table may not reflect the same stock ~~units (“PRSUs”)~~option and ~~time-vested RSUs. The~~PRSU values described below. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. For fiscal 2020 through fiscal 2022, the Compensation Committee ~~targets~~set each NEO’s target long-term compensation value ~~for each NEO~~ at or about the regressed 50^th50th percentile of comparable executives in the Peer Group.

For fiscal ~~2017,~~2022 and fiscal 2021, the NEOs’ target long-term compensation value ~~for each NEO~~ was ~~within~~allocated 50% in the 50^th ~~percentile target range~~form of performance-based restricted stock units (“PRSUs”), 25% in the ~~Peer Group.~~

~~Performance-Based Restricted Stock Units~~form of time-based stock options and 25% in the form of time-based restricted stock units (“RSUs”). The fiscal 2022 and fiscal 2021 PRSUs are based solely upon rTSR performance ("Market Units").

For fiscal ~~2017,~~2020, the NEOs’ target long-term compensation value was allocated 70% in the form of PRSUs and 30% in the form of RSUs. Fiscal 2020 PRSUs were divided into two categories, based upon applicable performance metric: (i) 57% of the PRSUs (and 40% of the total award) are based upon after-tax RONA achievement ("RONA Units") and (ii) 43% of the PRSUs (and 30% of the total award) are based solely upon rTSR performance, i.e., Market Units.

PERFORMANCE-BASED RESTRICTED STOCK UNITS

The following are the key aspects of the PRSUs awarded, granted, earned and/or vested in fiscal 2022 and fiscal 2021:

PRSUs Awarded for Fiscal 2022 and Fiscal 2021:

•For fiscal 2022 and fiscal 2021, 50% of each NEO’s target long-term incentive compensation value was awarded in ~~the form of~~ PRSUs. The ~~key terms of the PRSUs are as follows:~~

~~Each PRSU award reflects a target~~ number of ~~shares (based on~~PRSUs awarded in fiscal 2022 and fiscal 2021 was equal to the ~~fair market~~target value divided by the share price of our Common Stock on the ~~award date)~~date of award.

•The fiscal 2022 and fiscal 2021 PRSUs are based solely upon the Company’s rTSR performance, i.e., Market Units.

•Market Units:

◦The relative total shareholder return or “rTSR” is measured by, during the applicable performance period, computing the total shareholder return of each company that ~~may be issued~~was in the S&P 600 SmallCap Industrial Index at the beginning of the applicable performance period (the “TSR Group”) and comparing the Company’s total shareholder return results thereto in order to determine the quartile ranking within the TSR Group.

◦The Market Units consist of a single tranche and vest on a 3-year cumulative performance period against the applicable index.

◦The Compensation Committee establishes the performance period target related to the Market Unit award ~~recipient at~~on the grant date of the award.

◦At the end of athe three-year award ~~cycle~~period, the Compensation Committee confirms actual performance against the applicable performance target.

◦The number of shares of our Common Stock earned at the conclusion of each Market Unit performance period may range from zero to two times the number of target Market Units awarded, based on the level of achievement ofagainst the applicable performance ~~targets.~~period target.

PRSUs Awarded for Fiscal 2020:

•For fiscal 2020, 70% of each NEO’s target long-term incentive compensation value was awarded in PRSUs. The number of PRSUs awarded in fiscal 2020 was equal to the target value divided by the share price of our Common Stock on the date of award. As noted above, the fiscal 2020 PRSUs comprise RONA Units and Market Units.

•Market Units: Market Unit details are described above for fiscal 2021 and fiscal 2022.

• RONA Units:

◦RONA Units are divided into three equal tranches and each tranche is measured and earned over successive one-year performance periods coinciding with our fiscal years.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 47

EXECUTIVE COMPENSATION

◦The Compensation Committee establishes RONA Unit performance period targets for the then-current performance period on an annual basis.

◦At the end of each performance period, the Compensation Committee confirms actual performance against the applicable performance period target.

◦The number of shares of our Common Stock earned at the conclusion of each applicable RONA Unit performance period may range from zero to two times the number of target RONA Units in the applicable tranche, based on the level of achievement against the applicable ~~annual performance target.~~

~~Each~~ performance period ~~target is established by the Compensation Committee on an annual basis coinciding with our fiscal year.~~target.

~~At the end of each fiscal year, the Compensation Committee confirms performance against the applicable performance target, and PRSUs~~◦RONA Units representing the level of achievement during ~~that~~the specific performance period are “banked” for potential payout following the end of the three-year award cycle.

~~Earned~~PRSUs Generally:

•All PRSUs are settled in shares of Common Stock. ~~The actual number~~

•To receive earned shares of ~~shares a participant may receive ranges from zero to two times~~Common Stock, the ~~target number~~NEO must be employed through the last day of ~~shares, depending solely on~~ the ~~level of achievement during each performance period within the~~three-year award cycle.

•PRSUs do not convey voting ~~rights~~rights or ~~earn dividends.~~accrue dividends until vested.

~~Timeline for PRSU Grants~~

~~Grant~~	~~Fiscal 2015~~	~~Fiscal 2016~~	~~Fiscal 2017~~	~~Fiscal 2018~~	~~Fiscal 2019~~
~~Fiscal 2015~~	~~Performance Period~~	~~Performance Period~~	~~Performance Period~~
~~Fiscal 2016~~		~~Performance Period~~	~~Performance Period~~	~~Performance Period~~
~~Fiscal 2017~~			~~Performance Period~~	~~Performance Period~~	~~Performance Period~~

~~Table of Contents~~

PERFORMANCE MEASURE AND RESULT FOR FISCAL 2022

~~Performance Measure and Result for Fiscal 2017~~

The applicable performance target for the ~~fiscal 2017~~fiscal 2022 performance period for PRSUs awarded in fiscal 2020 was based partially on RONA and partially on rTSR. The applicable performance targets for the fiscal 2021 and fiscal 2022 performance periods for PRSU awards made in fiscal ~~2015, fiscal 2016~~2021 and fiscal ~~2017 was~~2022, respectively, were based solely on ~~the percentage year-over-year improvement~~rTSR. No RONA Units were awarded in ~~return on net assets,~~fiscal 2021 or ~~“RONA.” For these purposes, the term~~fiscal 2022. “RONA” ~~has~~has the meaning described in footnote 4 to the table under “— Highlights of ~~2017~~2022 Performance Related to Executive ~~Compensation”.~~ Compensation.”

The Compensation Committee determined the RONA target using benchmark data from the Peer Group and assistance from the Company’s independent compensation consultant. For fiscal 2020, fiscal 2021 and fiscal 2022, the Compensation Committee established the RONA target at an absolute percentage on an after-tax basis. For fiscal 2022, the performance necessary to earn aat least 50% of RONA Unit target payout required ~~a 1.16% year-over-year improvement in~~ RONA of 18.0%, the performance necessary to earn 100% of RONA Unit target payout required RONA of 22.0%, and the performance necessary to earn athe maximum 200% of RONA Unit target payout required RONA of at least ~~an 8.00% year-over-year improvement in RONA.~~23.6%. Actual RONA performance for fiscal ~~2017~~2022 was ~~34.41%, compared to~~19.6%. Therefore, the 2022 performance period RONA ~~of 34.01% for fiscal 2016, a 1.16% improvement. Accordingly, the recipients of PRSU awards were each credited with 100.0%~~Units will settle at 70.0% of the ~~awards attributable to the fiscal 2017 performance period.~~awards. See “Executive Compensation — Grants of Plan-Based Awards ~~Table”~~Table.”

The Compensation Committee determined the rTSR target using benchmark data from the S&P 600 SmallCap Industrial Index (based upon a 20 trading day average) and assistance from the Company’s independent compensation consultant. For fiscal 2020, fiscal 2021 and fiscal 2022 grants, the performance necessary to earn 100% of Market Unit target payout requires the rTSR to be in the 50th percentile, and the performance necessary to earn the minimum of 50% and a maximum of 200% of Market Unit target payout requires the rTSR to be in the 25th and 75th percentile, respectively. The fiscal 2020, fiscal 2021 and fiscal 2022 Market Unit grants vest and settle at the end of the corresponding cumulative 3-year performance period. For the fiscal 2020 Market Unit grants, the performance during the actual performance period resulted in a Company rTSR in the 44.4% percentile, resulting in an achievement of 88.9%.

48 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION


PRSU PERFORMANCE MEASURES AND RESULTS FOR FISCAL 2022

PRSU ~~Awards Issued~~

AWARD ISSUANCES

Common Stock to be issued related to PRSUs awarded in fiscal ~~2016~~2021 (for the three-year award cycle from fiscal ~~2016~~2021 through fiscal ~~2018)~~2023) and fiscal ~~2017~~2022 (for the three-year award cycle from fiscal ~~2017~~2022 through fiscal ~~2019)~~2024) will not be issued until the Compensation Committee ~~certifies~~confirms performance results for the fiscal ~~2018~~2023 and fiscal ~~2019~~2024 performance ~~periods.~~periods, respectively. Shares of Common Stock issued in December 2022 to NEOs for the PRSUs awarded in fiscal ~~2015~~2020 (for the three-year award cycle from fiscal ~~2015~~2020 through fiscal ~~2017)~~2022) and vested in fiscal 2022 are set forth ~~in the following table:~~below:

PRSU Settlements
Shares Earned
Name
Fiscal 2015⁽¹⁾
(#)
Fiscal 2016⁽¹⁾
(#)
Fiscal 2017
(#)
Total Shares Issued
(#)
Gregory E. Hyland 0 34,798 34,083 68,881
Evan L. Hart 0 9,795 9,594 19,389
Keith L. Belknap 0 6,959 6,816 13,775
Gregory E. Rogowski 0 9,395 9,202 18,597
Marietta Edmunds Zakas 0 4,697 4,601 9,298

~~(1)~~Year of Award

~~See the definitive proxy statements we filed with the SEC on January 15, 2016 and December 15, 2016, respectively, for information concerning target~~ Performance Period

Fiscal 2020

Fiscal 2021

Fiscal 2022

Fiscal 2023

Fiscal 2024

Fiscal 2020

Vested 2020

RONA ~~performance and actual RONA performance for the 2015 and 2016 performance periods.~~UNIT Awards

(3 Tranches)

Vested 2020 Market Unit Awards
(1 Tranche)

Fiscal 2021

Future Vesting of 2021 Market Unit Awards
(1 Tranche)

Fiscal 2022

Future Vesting of 2022 Market Unit Awards
(1 Tranche)

~~Time-Based Restricted Stock Units~~

~~As described above, a portion of an executive’s long-term incentive award value has historically been~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 49

EXECUTIVE COMPENSATION


PRSU SETTLEMENTS OF FISCAL 2020 AWARD

	Performance Periods			Total Issued Number of Shares
	Fiscal 2020	Fiscal 2021	Fiscal 2022(1)
Name	Number of Shares Earned(2)
J. Scott Hall	22,603	28,869	67,145	118,617
Marietta Edmunds Zakas	6,672	8,522	19,822	35,016
Steven S. Heinrichs	5,219	6,666	15,505	27,390
Todd P. Helms	2,099	4,462	9,355	15,916
Kenji Takeuchi	3,228	4,123	9,590	16,941

(1)Fiscal 2022 shares earned includes shares awarded inbased on RONA and rTSR.

(2)See the ~~form of time-based RSUs.~~ definitive proxy statements we filed with the SEC on December 21, 2020 and December 22, 2021, respectively, for information concerning target RONA performance and actual RONA performance for the fiscal 2020 and fiscal 2021 performance periods.

TIME-BASED RESTRICTED STOCK UNITS

For fiscal ~~2017, 50%~~2022, 25% of each NEO’s target long-term incentive compensation value was awarded in RSUs. The ~~Compensation Committee approves a dollar value for these awards and its compensation consultant calculates the~~ number of RSUs ~~that equals that~~awarded was equal to the compensation value ~~based~~divided by the price of our Common Stock on the ~~grant~~ date ~~stock price.~~of award. Typically, one-third of the RSUs ~~granted~~awarded vest on each anniversary of the ~~grant~~award date. See “Executive Compensation — Grants of Plan-Based Awards ~~Table”.~~Table.”

~~Timing~~TIME-BASED STOCK OPTIONS

For fiscal 2022, 25% of each NEO’s target long-term incentive compensation value was awarded in stock options. The number of stock options awarded was equal to the compensation value divided by the grant date fair value of our Common Stock on the date of award. Typically, one-third of the stock options awarded vest on each anniversary of the award date. Due to the rules for how the grant date fair value of long-term incentive awards must be calculated for accounting purposes, the 2022 Summary Compensation Table may not reflect the same stock option values described above. In addition, accounting values can increase or decrease each year, causing volatility in the long-term incentive awards reported. The amounts reported in the Option Awards column in the 2022 Summary Compensation Table represent the grant date fair value of stock option awards granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. We use a Black-Scholes model when determining the grant date fair value of stock options. For information on the assumptions used by us in calculating these values, see Note 12 to our consolidated financial statements in the Form 10-K. To see the value actually received upon exercise of options by the NEOs in fiscal 2022, refer to the 2022 Option Exercises and Stock Vested table in this Proxy Statement. Outstanding option awards are reflected in the 2022 Outstanding Equity Awards table in this Proxy Statement. Also see the “Executive Compensation — Grants of Plan-Based Awards Table” for additional information.

TIMING OF EQUITY AWARDS

While the Compensation Committee may grant equity-based awards at any of its scheduled meetings or by unanimous written consent, it generally ~~grants~~establishes awards for executives at its November or December meeting each year, except for awards related to promotions or new hires. ~~Grants~~Awards approved during scheduled meetings become effective and are priced as of the date of approval or as of a ~~pre-determined~~predetermined future date based on a date of hire. ~~Grants~~Awards approved by unanimous written consent become effective and are priced as of a ~~pre-determined~~predetermined future date. All stock options have a per-share exercise price equal to the closing stock price on the NYSE on the ~~effective~~ date of the ~~grant.~~award.

Other Cash and Equity Awards

Mr. Hall’s employment agreement provides for an initial long-term incentive opportunity valued at $1.5 million on the date of grant, comprised of (i) 50% in RSUs that vest ratably over three years and (ii) 50% in PRSUs vesting, to the extent earned, at the end of fiscal 2019. The awards for the fiscal 2017 performance period are not pro rated.None.

~~Table of Contents~~

As an offset for forfeited performance and equity awards under Textron’s incentive plans, Mr. Hall was granted 56,069 RSUs, as determined in accordance with his employment agreement. These RSUs vest in full on the first anniversary of the commencement of Mr. Hall’s employment.

In May 2017, we entered into an agreement with Mr. Rogowski that will provide him with a lump sum payment of $550,000 in cash, provided he remains employed with the Company through February 16, 2020. The award is forfeited if, prior to such date, Mr. Rogowski’s employment is terminated by the Company with cause (as such term is defined in his employment agreement) or by Mr. Rogowski for any reason. If Mr. Rogowski’s employment is involuntarily terminated prior to such date by reason of death or disability, a pro rata portion of the cash award would be payable.

Retirement Benefits

We offer retirement benefits to our NEOs and other employees intended to provide a competitive source of retirement income. These retirement benefits are provided through the vehicles described below.

~~Retirement Savings Plan Applicable to Employees Generally~~

50 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

RETIREMENT SAVINGS PLAN APPLICABLE TO EMPLOYEES GENERALLY

The Mueller ~~Water Products, Inc.~~Group LLC Retirement Savings Plan is a 401(k) plan that provides retirement benefits for our non-union employees and those of our ~~participating~~participating subsidiaries. Each of our NEOs participated in the plan in fiscal ~~2017~~2022 on the same basis as our other eligible ~~employees.~~

~~Deferred Compensation Plan~~

~~Mr. Hyland is the only NEO who participates in a deferred compensation plan. He participates in an unfunded deferred compensation plan (the “Retirement Plan”), pursuant to~~employees, under which we ~~credited a bookkeeping account for him, commencing April16, 2007 and each calendar month thereafter through September16, 2010,~~make matching contributions in accordance with ~~an amount equal to 10%~~the terms of ~~his then current monthly base salary. The amounts credited to the plan bear interest at 120% of the long-term Applicable Federal Rate (as defined in the Code) until payment. At September30, 2017, $663,814 had been accrued and credited to Mr.Hyland’s deferral account. No further accruals will occur to the account, except for interest. Our fiscal 2017 interest accruals to the plan for Mr.Hyland were $19,754.~~that plan.

~~Upon termination of his employment with us, other than for cause, all deferred compensation under the Retirement Plan will be paid as a lump sum to Mr.Hyland.~~

Other Benefits

~~Perquisites~~PERQUISITES

We provide certain perquisites to ~~the~~our NEOs that the Compensation Committee believes are reasonable and consistent with ~~its~~our overall compensation program. In fiscal ~~2017,~~2022, the Compensation Committee offered the NEOs limited perquisites, including a car ~~allowance,~~allowance (excluding Messrs. Helms and Takeuchi), life insurance, ~~supplemental~~supplemental long-term disability insurance and reimbursement for certain financial planning and annual physical examination expenses. See “Executive Compensation — Summary Compensation Table -— All Other ~~Compensation”.~~Compensation.”

~~Severance Benefits~~SEVERANCE BENEFITS

Each NEO is entitled to severance benefits. See “Executive Compensation — Potential Payments Upon Termination or ~~Change-in-Control”.~~Change-in-Control.”

~~Change-in-Control Agreements~~CHANGE-IN-CONTROL BENEFITS

Change-in-control agreements are used to create incentives for executives to build stockholder value and to seek the highest value possible for stockholders should we be acquired, despite the risk of losing employment. Our change-in-control agreements for executives provide for vesting of outstanding equity-based awards and payment of severance amounts upon a change-in-control and operate with a “double trigger”for severance payments and equity awards, meaning severance payments and accelerated vesting of equity awards do not occur unless the executive’s employment is involuntarily terminated (other than for ~~cause~~Cause or for termination for ~~good reason)~~Good Reason as defined in the agreements) within 24 months following a change-in-control. The Compensation Committee believes this structure strikes an appropriate balance of incenting executives without providing benefits to executives who continue to enjoy employment with an acquiring company. The Compensation Committeeagreements also believes this structure is more attractive to potential acquiring companies that may place significant value on retaining members of our executive team and may perceive this objective to be undermined if executives receive significant severance payments solely

~~Table of Contents~~

upon the closing of such a transaction. The agreements for Messrs. Rogowski and Hart and Ms. Zakas provide for an additional payment sufficient to eliminate the effect of any applicable excise tax on severance payments in excess of any amount determined under 280G of the Code. We would not be able to deduct payments subject to the excise tax for federal and state income tax purposes. The agreements for Messrs. Hall and Belknap contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, the NEO will, at his or her discretion, either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be ~~payable, based on which result~~payable.

The Company provides NEOs without a change-in-control agreement with change-in-control benefits via the Company's executive severance plan approved by the Compensation Committee and instituted by the Company in January 2020. For applicable employees, the executive severance plan provides, upon a change-in-control, for vesting of outstanding equity-based awards if a replacement award (as defined in the executive severance plan) is ~~more favorable to~~not available and for payment of severance amounts if the ~~NEO on an after-tax basis.~~executive’s employment is involuntarily terminated (other than for Cause or for termination for Good Reason as defined in the agreement) within 24 months following a change-in-control, i.e., a “double trigger.”

~~Employee Stock Purchase Plan~~EMPLOYEE STOCK PURCHASE PLAN

Our Employee Stock Purchase Plan (“ESPP”) provides all of our employees an opportunity to purchase Common Stock, subject to certain restrictions, through regular payroll deductions. ~~During fiscal 2017, Messrs. Hart and Belknap were the only NEOs to participate in the ESPP.~~

~~Health and Welfare Benefits~~HEALTH AND WELFARE BENEFITS

We generally offer group medical, dental, vision, life and long-term disability insurance in a flexible benefits package to all active U.S. employees, except as otherwise required by collective bargaining agreements. Employees are provided life insurance up to one times their base salaries at no charge, other than related income taxes, to the employee. For an additional charge, employees may obtain coverage of up to four times their base salary up to a maximum life insurance benefit of $1,250,000. NEOs participate on the same basis as other eligible employees.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 51

EXECUTIVE COMPENSATION

Other Factors Considered by the Compensation Committee

Risk and Incentive Compensation

The Compensation Committee has conducted an assessment of our compensation policies and practices and does not believe these policies and practices are reasonably likely to have a material adverse effect on us. This assessment included a review of the risk profile of our compensation policies and practices for all employees. To facilitate its review, the Compensation Committee engaged its compensation consultant to review our compensation structure to identify design elements that might encourage excessive risk taking. The compensation consultant discussed its review and conclusions with the Compensation Committee. In conducting its review, the Compensation Committee noted several policies and practices that mitigate risk, including:

•Using multiple performance measures in annual incentive awards and capping payout levels;

•Maintaining the ability to reduce annual incentive awards, based on its independent judgment;

•Using multiple long-term incentive vehicles;

•Using overlapping multi-year award cycles in connection with performance shares and capping payout levels; and

•Maintaining stock ownership guidelines, an anti-hedging policy, an anti-pledging policy and a clawback policy.

Tally Sheets

The Compensation Committee regularly reviews “tally sheets” for each executive. The tally sheets contain information concerning prior years’ compensation, proposed compensation for the current year, outstanding equity-based awards (both vested and unvested) and various termination-of-employment scenarios. The tally sheets ~~enable~~assist the Compensation Committee ~~to view and evaluate~~in evaluating the many facets of executive compensation, ~~understand~~understanding the magnitude of potential payouts as a result of termination-of-employment scenarios and ~~consider~~considering changes to our compensation programs, arrangements and plans in light of emerging trends.

~~Wealth Accumulation Review~~

The Compensation Committee reviews “wealth accumulation” calculations, such as projections of how much stock an executive is projected to earn or accrue over time through cash and equity-based compensation or through certain benefits.

~~Table of Contents~~

Other Compensation Practices and Policies

Role of Compensation Consultant in Compensation Decisions

The Compensation Committee has sole authority to select and retain a compensation consultant, including authority to approve fees and retention terms. For fiscal ~~2017,~~2022, the Compensation Committee retained ~~Meridian Compensation Partners,~~Farient Advisors, LLC as its compensation consultant. The Compensation Committee reviews the performance of its compensation consultant annually.

In fiscal ~~2017,~~2022, the compensation consultant’s responsibilities included, but were not limited to:

•Providing recommendations regarding the composition of our Peer Group;

•Preparing and analyzing Peer Group compensation and plan design data;

•Reviewing and advising on the performance measures to be used in incentive awards;

•Valuing equity-based awards; and

•Reviewing and advising on principal aspects of executive and non-employee director compensation, including base salaries, bonuses, perquisites and equity-based awards for executives, and cash compensation and equity-based awards for non-employee directors.

The Compensation Committee considered the independence of its compensation consultant in light of standards under ~~the~~ NYSE ~~Manual.~~listing standards. The Compensation Committee requested and received a letter from the compensation consultant addressing its independence, including the factors described below:

•Other services provided to us by the consultant;

•Fees paid by us as a percentage of the consultant’s total revenue;

•Policies or procedures maintained by the consultant that are designed to prevent a conflict of interest;

•Any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee;

•Any Common Stock owned by the individual consultants involved in the engagement; and

52 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

•Any business or personal relationships between our executives and the consultant or the individual consultants involved in the engagement.

The Compensation Committee took into account these considerations, along with other factors relevant to the compensation consultant’s independence from management, and concluded the compensation consultant is independent and the engagement of the compensation consultant and the services rendered by the compensation consultant did not raise any conflict of interest.

Role of Management in Compensation Decisions

The Compensation Committee reviews information provided by its compensation consultant and uses that information as a reference point for the components of compensation. The Compensation Committee and the Chief Executive Officer discuss the financial metrics and operational goals intended to closely align performance targets of the business units and the Company as a whole with our strategic goals. The Chief Executive Officer makes recommendations to the Compensation Committee for executives other than himself with respect to annual salary adjustments, annual incentive adjustments and grants of equity-based awards under our incentive plans. The Compensation Committee makes the final decision with respect to the compensation of these executives, taking into consideration the Chief Executive Officer’s recommendations.

The Compensation Committee annually receives input from the entire Board with respect to the Chief Executive Officer’s performance and recommends his compensation level to the Board. The Board discusses and approves the annual salary of the Chief Executive Officer. The Chair of the Compensation Committee and ~~another Compensation Committee member designated by~~Non-Executive Chair of the ~~Chair~~Board meet with the Chief Executive Officer to discuss the Chief Executive Officer’s performance and compensation based on evaluations received from the Board. ~~These discussions are considered by the Compensation Committee in setting all elements of compensation for the Chief Executive Officer.~~

~~Table of Contents~~

In fiscal ~~2017,~~2022, the Chief Executive Officer was present at all of the Compensation Committee meetings but was excused from the executive sessions of the Compensation Committee and did not participate in ~~meetings or~~ deliberations during which his compensation was discussed.

Income Tax Consequences of Executive Compensation

Our compensation programs were designed to permit us to deduct compensation expense under Section 162(m) of the Internal Revenue Code, which historically limited the tax deductibility of annual compensation paid to executives to $1 million, unless the compensation qualified as “performance-based.” The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed (subject to certain transition rules), effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million is generally ~~denies~~not deductible. As a ~~corporate tax~~result, we may no longer take a deduction for ~~annual~~any compensation ~~exceeding $1 million~~ paid to our NEOs ~~(other than~~in excess of $1 million. In fiscal 2022 and in plans for fiscal 2023, the ~~CFO). The limitation does not apply~~Compensation Committee continued to design compensation ~~based on achievement~~programs and make grants that it believes are performance-based and well aligned with the interests of ~~pre-established performance goals if certain requirements are met. The 2006~~our stockholders.

Previous grants made under the Stock Plan, and the PRSUs granted thereunder, as well as the annual cash incentive award, ~~are~~were structured and were intended to permit such awards to qualify as ~~performance-based~~“performance-based” compensation to maximize the tax deductibility of these ~~awards. These~~awards under Section 162(m). Those awards may not be fully deductible under all circumstances, as a number of additional requirements must be met for the awards to qualify as ~~performance-based~~“performance-based” compensation. In addition, the Compensation Committee believes stockholder interests are best served by not restricting its discretion and flexibility in structuring compensation programs, even though such programs may result in certain non-deductible compensation expenses, and therefore, it reserves the discretion to award compensation that is not exempt from the deduction limits of Section 162(m).

Compensation Recovery (Clawback) Policy

~~Our employment agreements contain a provision requiring the employee,~~NEOs are required, to the extent required by law, to reimburse us following the publication of a restatement of our financial statements due to material noncompliance with any financial reporting requirement under the securities laws as a result of misconduct for (a)incentive-based or equity-based compensation received and (b)any profits realized from the sale of our securities ~~in each case~~ during the 12 months prior to discovery of the noncompliance. The Compensation Committee has exclusive authority to interpret and enforce this provision.

The Compensation Committee has adopted a “Clawback Policy” to recover pay that is determined to have been wrongfully earned by managerial or executive employees, including our NEOs. As a result, all ~~RSUs~~equity awards granted after November 30, 2009 include a clause that reduces the number of equity-based awards upon the occurrence of certain events. The Compensation Committee has the exclusive authority to interpret the Clawback Policy and may offset compensation as necessary to recover amounts due under the Clawback Policy.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 53

EXECUTIVE COMPENSATION

Prohibition on Hedging and Pledging

We do not allow directors or employees to hedge the value of our equity securities held directly or indirectly by them. Our policy prohibits the purchase or sale of puts, calls, options or other derivative securities based on our securities, as well as hedging or monetization transactions, purchases of our equity securities on margin and borrowing against any account in which our securities are held. We prohibit pledging of Common Stock by executives or directors.

Stock Ownership Guidelines

The Compensation Committee has adopted stock ownership guidelines to promote a high level of stock retention among executives and non-employee directors. The guidelines require that the total value of the executive’s or non-employee director’s holdings of Common Stock must equal or exceed the specified target value shown below.



Position/Title	Target Ownership
Chief Executive Officer and President		~~6 x~~ 6x base salary
Executive Vice Presidents		~~3 x~~ 3xbase salary
Senior Vice Presidents		~~2 x~~ 2x base salary
Vice Presidents		1x base salary
Non-Employee Directors		~~5 x~~ 5x annual retainer

Participants have five (5) years from the date a participant becomes subject to the program to achieve the applicable stock ownership target. If a participating individual is promoted, the promoted participant has three (3) years from the date of promotion to increase his or her holdings to meet the applicable stock ownership requirements. All NEOs and directors are in compliance with our stock ownership ~~requirements.~~guidelines. Our stock ownership guidelines are available on our ~~website. See~~website at www.muellerwaterproducts.com.

Report of the ~~Guidelines for more detail.~~

~~Table of Contents~~

~~REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE~~Compensation and Human Resources Committee

The Compensation Committee participated in the preparation of the Compensation Discussion and Analysis. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

See ~~“Corporate Governance— Board Operations~~“Board Structure — Board Committee Information” for information concerning the Compensation Committee and its responsibilities.



Compensation and Human Resources Committee
~~Michael~~			MICHAEL T. ~~Tokarz, Chairman~~TOKARZ, CHAIR
~~Shirley~~			SHIRLEY C. ~~Franklin~~FRANKLIN
~~Jerry W. Kolb~~			THOMAS J. HANSEN
			JEFFERY S. SHARRITTS
			STEPHEN C. VAN ARSDELL

~~Table of Contents~~

54 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

Executive Compensation Tables

Summary Compensation Table

The amounts reported in the following table, including base salary, annual and long-term incentive amounts, benefits and perquisites, are described more fully under “Compensation Discussion and ~~Analysis”.~~Analysis.”


Name and Principal Position	Fiscal Year	Salary(1) ($)	Bonus ($)	Stock Awards(2) ($)	Option Awards(3) ($)	Non-Equity Incentive Plan Compensation(4) ($)	All Other Compensation(5) ($)	Total ($)
J. Scott Hall President and Chief Executive Officer	2022	844,227	—	2,470,487	643,742	791,767	56,873	4,807,096
	2021	821,821	—	2,910,266	540,491	1,223,178	53,275	5,549,031
	2020	777,786	—	2,509,534	—	946,456	52,990	4,286,766
Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer	2022	448,672	—	642,729	163,879	280,528	54,270	1,590,078
	2021	432,791	—	816,844	147,965	443,070	46,968	1,887,638
	2020	404,692	—	755,866	—	344,717	49,395	1,554,671
Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary	2022	454,191	—	502,452	128,111	243,410	46,322	1,374,485
	2021	440,241	—	642,337	116,232	386,312	43,816	1,628,938
	2020	413,001	—	521,697	—	301,538	36,975	1,273,211
Todd P. Helms Senior Vice President and Chief Human Resources Officer	2022	367,670	—	349,316	89,677	197,041	29,505	1,033,209
	2021	355,801	—	360,161	81,362	312,216	31,484	1,141,023
	2020	—	—	—	—	—	—	—
Kenji Takeuchi Senior Vice President, Water Management Solutions	2022	370,061	—	346,808	90,120	168,359	19,507	994,855
	2021	356,962	—	311,731	69,732	234,925	19,466	992,816
	2020	—	—	—	—	—	—	—

Name and Principal Position⁽¹⁾
Fiscal Year
Salary⁽²⁾
($)
Bonus⁽³⁾
($)
Stock Awards⁽⁴⁾
($)
Non-Equity Incentive Plan Compensation⁽⁵⁾
($)
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings⁽⁶⁾
($)
All Other Compensation⁽⁷⁾
($)
Total
($)
Gregory E. Hyland
Executive Chairman, Former President and Chief Executive Officer
2017 968,403
—
2,256,468
365,674
19,754
49,624
3,659,923
2016 900,000
27,000
2,020,011
1,160,658
17,669
53,791
4,179,129
2015 900,000
27,000
2,248,099
280,485
19,044
51,122
3,525,750
Scott Hall
President and Chief Executive Officer
2017 518,229
—
1,657,694
908,925
—
108,195
3,193,043

Evan L. Hart
Senior Vice President and Chief Financial Officer
2017 413,767
—
641,505
376,083
—
32,035
1,463,390
2016 401,367
—
573,278
388,208
—
31,801
1,394,654
2015 389,673
—
652,443
96,560
—
31,769
1,170,445
Keith L. Belknap
Executive Vice President, Business Development, General Counsel and Chief Compliance Officer
2017 439,167
—
541,499
226,627
—
40,295
1,247,588
2016 427,000
—
470,670
302,454
—
37,198
1,237,322
2015 385,760
—
703,181
89,218
—
38,787
1,216,946
Gregory S. Rogowski
Executive Vice President, Sales and Marketing
2017 441,667
—
632,914
282,075
—
37,372
1,394,028
2016 429,500
—
552,069
389,614
—
37,226
1,408,409
2015 418,382
—
631,719
196,283
—
34,005
1,280,389
Marietta Edmunds Zakas 2017 351,967
60,000
393,623
255,929
—
36,883
1,098,402
Executive Vice President, Strategy, Corporate Development and Communications 2016 338,567
145,000
271,111
261,973
—
36,612
1,053,263

(1)Salaries for the NEOs are adjusted, as appropriate, annually and are effective on February 1.


~~(1)~~	~~Effective January 23, 2017, Scott Hall was appointed President and Chief Executive Officer. Mr. Hall succeeded Gregory Hyland, Executive Chairman.~~


~~(2)~~	Mr. Hyland served as our President and Chief Executive Officer until January 23, 2017. Mr Hyland’s annualized salary was $900,000 during the period of October 1, 2016 through January 31, 2017, and $1,000,000 during the period of February 1, 2017 through September 30, 2017.


~~(3)~~	~~Payments made to Ms. Zakas were in recognition of assuming interim Human Resources responsibilities. See “Compensation Discussion and Analysis — Compensation Elements — Salary”.~~

~~(4)~~

The dollar amounts shown for RSU and PRSU awards represent the aggregate grant date fair values calculated in accordance with ASC 718, Stock Compensation, excluding the effect of forfeitures. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. The dollar amounts shown for fiscal 2017 include the aggregate grant date fair values of PRSUs awarded in fiscal 2015, 2016 and 2017 for the fiscal 2017 performance period assuming target performance. Assuming maximum performance, the aggregate values of PRSUs awarded for the fiscal 2017 performance period would have been: $500,016 for Mr. Hall; $2,512,956 for Mr. Hyland; $713,017 for Mr. Hart; $583,016 for Mr. Belknap; $387,272 for Ms. Zakas; and $693,842 for Mr. Rogowski. Estimated amounts that may be earned over the entire three-year award cycle of outstanding PRSUs are reflected in “Outstanding

(2)“Stock Awards” comprise RSUs, Market Units and RONA Units. All RSUs and Market Units are granted on the date of award. RONA Units are granted annually in three equal tranches, beginning on the date of award. For fiscal 2022, the Stock Awards amounts include the aggregate grant date fair values of RSUs and Market Units granted in fiscal 2022 and the third tranche of RONA Units awarded in fiscal 2020 for the fiscal 2022 performance period. The dollar amounts shown for Stock Awards represent the aggregate grant date fair values calculated in accordance with ASC 718, Stock Compensation. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. The grant date fair value of the fiscal 2020, fiscal 2021 and fiscal 2022 Market Units was $14.94, $15.39 and $15.76, respectively.

(3)“Option Awards” comprise stock options. All stock amounts for the awards represent the grant date fair value of stock options granted under the Stock Plan to each of the NEOs, calculated in accordance with ASC Topic 718. For more information regarding how the Company calculated these amounts, see the audited financial statements contained in our fiscal 2022 Form 10-K. The calculated compensation expense of the option awards recognized for financial reporting purposes will vary from the actual amount ultimately realized by the NEOs due to stock price fluctuations and timing factors related to the NEO’s realization of value from the option. To see the value actually received upon exercise of options by the NEOs in 2022, refer to the 2022 Option Exercises and Stock Vested table. Additional information on all outstanding option awards is reflected in the 2022 Outstanding Equity Awards table and the Grant of Plan-Based Awards Table” below. The dollar amount shown for Mr. Hall includes stock awards made to Mr. Hall as an offset for forfeited performance and equity awards under his prior employer’s incentive plans. See “Compensation Discussion and Analysis — Compensation Elements — Other Cash and Equity Awards” for more information.


~~(5)~~	Amounts reflect annual non-equity incentive plan compensation awards earned by our NEOs based on Company and segment financial performance and EHS-related objectives. The amounts earned for fiscal 2017 were paid in December 2017. See “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards” for more information.


~~(6)~~	~~Amounts reflect accruals for deferred compensation for Mr. Hyland under a plan we established for his benefit. See “— Nonqualified Deferred Compensation During Fiscal Year 2017” below.~~


~~(7)~~	Amounts reflect the combined value of each NEO’s perquisites and compensation that is not otherwise reflected in the Summary Compensation Table. Amounts for fiscal 2017 are described in “— All Other Compensation” below.

Table of ~~Contents~~this Proxy Statement. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation” for more information. The grant date fair value of the fiscal 2021 and fiscal 2022 stock options was $3.05 and $3.43, respectively.

(4)Amounts reflect annual non-equity incentive plan compensation awards earned by our NEOs based on Company financial performance along with and EHS-related objectives and segment performance, as applicable. The amounts earned for fiscal 2022 were paid in December 2022. See “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards” for more information.

(5)Amounts reflect the combined value of each NEO’s perquisites and compensation that is not otherwise reflected in the Summary Compensation Table. Amounts for fiscal 2022 are described in “— Summary Compensation Table — All Other Compensation” below.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 55

EXECUTIVE COMPENSATION

Summary Compensation Table - All Other Compensation

The following table provides additional detail regarding the amounts presented in the “All Other Compensation” column in the Summary Compensation Table for fiscal 2022.


Name	Vehicle Allowance ($)	Financial Planning(1) ($)	Contributions to 401(k) Plans ($)	Life and Long-Term Disability Insurance ($)	Other(2) ($)	Total ($)
J. Scott Hall	24,000	—	15,250	17,623		56,873
Marietta Edmunds Zakas	18,000	7,500	15,079	10,341	3,350	54,270
Steven S. Heinrichs	18,000	1,320	15,250	8,591	3,161	46,322
Todd P. Helms	—	7,500	14,835	7,170	—	29,505
Kenji Takeuchi	—	—	14,874	4,633		19,507

(1)~~2017~~NEOs are entitled to reimbursement of up to $7,500 for annual financial planning ($10,000 for the CEO).

(2)Other compensation for Ms. Zakas and Mr. Heinrichs consists of reimbursement of annual physical exam expenses. See “Compensation Discussion and Analysis — Compensation Elements — Other Cash and Equity Awards.”

Name
Vehicle Allowance or Use of Leased Vehicle
($)
Financial Planning ⁽¹⁾
($)
Contributions
to 401(k)
Plans
($)
Life and
Long-Term Disability Insurance
($)
Other⁽²⁾
($)
Total
($)
Gregory E. Hyland 14,000
2,825
10,800
18,999
3,000 49,624
Scott Hall 17,000
—
10,800
3,739
76,656 108,195
Evan L. Hart 18,000
—
10,800
3,235
— 32,035
Keith L. Belknap 18,000
2,100
10,800
6,395
3,000 40,295
Gregory S. Rogowski 18,000
—
10,800
5,524
3,048 37,372
Marietta Edmunds Zakas 14,400
7,500
10,800
4,183
— 36,883


~~(1)~~	~~NEOs are entitled to reimbursement of up to $7,500 of annual financial planning ($10,000 for the CEO).~~


~~(2)~~	For Messrs. Hyland and Belknap, represents reimbursement of annual physical exam expenses. For Mr. Hall, represents relocation reimbursements and expenses. For Mr. Rogowski, represents the incremental cost to us of his spouse accompanying him on a sales incentive trip.

~~Table of Contents~~

Grants of Plan-Based Awards Table

The following table summarizes the ~~equity awards~~fiscal 2022 grants made to our NEOs ~~during fiscal 2017~~on November 30, 2021 on a grant-by-grant basis. Each of the equity-based awards granted during fiscal ~~2017~~2022 and reported in the following table was granted under, and is subject to the terms of, the ~~2006~~ Stock Plan.

Fiscal 2017 Grants of Plan-Based Awards Table

Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾
Estimated Future Issuance of Shares Under Equity Incentive Plans ⁽²⁾
All Other Stock-Based Awards
(#) ⁽³⁾
Grant Date Fair Value of Stock-Based Awards
($) ⁽⁴⁾
Name
Grant
Date

Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Gregory E. Hyland — 301,736
603,472

11/29/2016 75,414
999,990
11/29/2016
₍₅₎
12,569
25,138
50,276
333,330
12/1/2015
₍₅₎
17,768
35,536
71,072
471,207
12/2/2014
₍₅₎
17,041
34,083
68,166
451,941
Scott Hall — 750,000
1,500,000

3/29/2017 56,069
657,689
1/23/2017 57,034
749,997
1/23/2017
₍₅₎
9,506
19,012
38,024
250,008
Evan L. Hart
— 310,325
620,650

11/29/2016 21,493
284,997
11/29/2016
₍₅₎
3,582
7,164
14,328
94,995
12/1/2015
₍₅₎
5,064
10,128
20,256
134,297
12/2/2014
₍₅₎
4,797
9,594
19,188
127,216
Keith L. Belknap
— 307,417
614,834

11/29/2016 18,853
249,991
11/29/2016
₍₅₎
3,142
6,284
12,568
83,326
12/1/2015
₍₅₎
4,442
8,884
17,768
117,802
12/2/2014
₍₅₎
3,408
6,816
13,632
90,380
Gregory S. Rogowski
— 331,250
662,500

11/29/2016 21,568
285,992
11/29/2016
₍₅₎
3,594
7,189
14,378
95,326
12/1/2015
₍₅₎
4,886
9,772
19,544
129,577
12/2/2014
₍₅₎
4,601
9,202
18,404
122,019
Marietta Edmunds Zakas
— 211,180
422,360

11/29/2016

15,082
199,987
11/29/2016
₍₅₎

2,513
5,027
10,054
66,658
12/1/2015
₍₅₎

2,487
4,975
9,950
65,969
12/2/2014
₍₅₎

2,300
4,601
9,202
61,009


~~(1)~~			Amounts represent the range of possible cash payouts for fiscal 2017 awards under the annual cash incentive plan as described in “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards”. The awards that were earned based on actual performance for fiscal 2017 were paid in December 2017 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE

~~(2)~~

Represents PRSU awards that may be earned based on the achievement of performance goals in the 2017 performance period. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”. Estimated amounts that may be earned over the three-year award cycle of PRSUs granted for fiscal 2015, 2016 and 2017 are reflected in “Outstanding Equity Awards Table” below.

~~(3)~~

Represents time-vesting RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. The RSUs generally vest in equal installments on the first, second and third anniversaries of the grant date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Time-Based Restricted Stock Units”. The RSUs granted to Mr. Hall on March 29, 2017 vest in full on January 23, 2018. See “Compensation Discussion and Analysis — Other Cash and Equity Awards” for more information.


~~(4)~~	~~See footnote 4 to the “Summary Compensation Table” for a description of the methods used to determine grant date fair value of equity-based awards.~~


~~(5)~~	Represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 2017 performance period, assuming achievement of threshold, target and maximum performance.


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Issuance of Shares Under Equity Incentive Plans			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)(6)	All Other Stock-Based Awards (#)	Grant Date Fair Value of Stock-Based Awards ($)(7)
Name	Award Date		Minimum ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
J. Scott Hall		(1)	—	886,438	1,772,877
	11/30/2021	(2)									47,193	643,713
	11/30/2021	(3)				47,196	94,391	188,782				1,487,602
	11/30/2021	(4)							187,680	13.64		643,742
	12/3/2019	(5)				12,433	24,866	49,732				339,172
Marietta Edmunds Zakas		(1)	—	314,070	628,141
	11/30/2021	(2)									12,015	163,885
	11/30/2021	(3)				12,015	24,030	48,060				378,713
	11/30/2021	(4)							47,778	13.64		163,879
	12/3/2019	(5)				3,671	7,341	14,682				100,131
Steven S. Heinrichs		(1)	—	272,515	545,029
	11/30/2021	(2)									9,390	128,080
	11/30/2021	(3)				9,393	18,785	37,570				296,052
	11/30/2021	(4)							37,350	13.64		128,111
	12/3/2019	(5)				2,871	5,742	11,484				78,321

~~Table of Contents~~

56 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Issuance of Shares Under Equity Incentive Plans			All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)(6)	All Other Stock-Based Awards (#)	Grant Date Fair Value of Stock-Based Awards ($)(7)
Name	Award Date		Minimum ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Todd P. Helms		(1)	—	220,602	441,204
	11/30/2021	(2)									6,573	89,656
	11/30/2021	(3)				6,575	13,149	26,298				207,228
	11/30/2021	(4)							26,145	13.64		89,677
	2/24/2020	(8)				1,922	3,844	7,688				52,432
Kenji Takeuchi		(1)	—	185,031	370,061
	11/30/2021	(2)									6,606	90,106
	11/30/2021	(3)				6,607	13,214	26,428				208,253
	11/30/2021	(4)							26,274	13.64		90,120
	12/3/2019	(5)				1,776	3,552	7,104				48,449

(1)Amounts represent the range of possible cash payouts for fiscal 2022 awards under the annual cash incentive plan as described in “Compensation Discussion and Analysis — Compensation Elements — Annual Cash Incentive Awards.” The amounts that were earned based on actual performance for fiscal 2022 were paid in December 2022 and are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)Represents time-based RSUs. Each RSU entitles the grantee to receive one share of Common Stock upon vesting. The RSUs generally vest in equal installments on the first, second and third anniversaries of the award date. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Time-Based Restricted Stock Units” for more information.

(3)Represents the range of shares of Common Stock that may vest after the end of the three-year cumulative award period applicable to a PRSU award based solely on rTSR performance goals established in fiscal 2022, i.e., Market Units, assuming achievement of threshold, target and maximum performance. The grant date fair value of the fiscal 2022 Market Units was $15.76. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units” for more information.

(4)Represents stock options. Upon vesting, each stock option entitles the NEO to purchase one share of our common stock at a specified exercise price. These stock options vest in equal installments on the first, second and third anniversary of the date of award. Once vested, options will generally remain exercisable until their normal expiration dates, which are ten years from the grant date. Grantees generally have ninety days to exercise any vested options upon termination of employment. This period is extended to one year in the event termination results from death and disability and two years in the case of retirement. All outstanding options will immediately terminate if the grantee is terminated for cause. The grant date fair value of the fiscal 2022 stock options was $3.43.

(5)Represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 2022 RONA performance period goals established in fiscal 2022, i.e., RONA Units, assuming achievement of threshold, target and maximum performance.

(6)Each stock option granted during fiscal 2022 was granted with a per-share exercise price equal to the closing price of the underlying common stock on the New York Stock Exchange on the award date.

(7)See footnote 2 and footnote 3 to the “Summary Compensation Table” for a description of the methods used to determine grant date fair value of equity-based awards.

(8)Mr. Helms received an award commensurate with his position and in line with awards granted to the then-current senior officers of the Company at the time of his hiring. This row represents the range of shares of Common Stock that may vest after the end of the three-year award cycle applicable to a PRSU award solely with respect to the fiscal 2022 RONA performance period goals established in fiscal 2022, i.e., RONA Units, assuming achievement of threshold, target and maximum performance.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 57

EXECUTIVE COMPENSATION

Outstanding Equity Awards Table

The following table sets forth information detailing the outstanding unexercised options and unvested RSUs and PRSUs held by each of our NEOs at September 30, ~~2017.~~2022.


			Option Awards				Stock Awards
			Number of Securities Underlying Options (#)		Option Exercise Price ($)(1)	Option Expiration Date	Number of RSUs That Have Not Vested (#)(2)	Market Value of RSUs That Have Not Vested ($)(3)	Number of Performance Units That Have Not Vested (#)(4)	Market Value of Performance Units That Have Not Vested ($)(3)
Name	Award Date		Exercisable	Unexercisable
J. Scott Hall	12/03/19	(5)					18,650	191,536
	12/02/20	(6)					32,672	335,541
	12/02/20	(7)							98,018	1,006,645
	12/02/20	(8)	59,070	118,140	11.86	12/02/30
	11/30/21	(9)					47,193	484,672
	11/30/21	(10)							94,391	969,396
	11/30/21	(11)	—	187,680	13.64	11/29/31
Marietta Edmunds Zakas	12/03/19	(5)					5,506	56,547
	12/02/20	(6)					8,944	91,855
	12/02/20	(7)							26,834	275,585
	12/02/20	(8)	16,171	32,342	11.86	12/02/30
	11/30/21	(9)					12,015	123,394
	11/30/21	(10)							24,030	246,788
	11/30/21	(11)	—	47,778	13.64	11/29/31
Steven S. Heinrichs	12/03/19	(5)					4,307	44,233
	12/02/20	(6)					7,026	72,157
	12/02/20	(7)							21,079	216,481
	12/02/20	(8)	12,703	25,406	11.86	12/02/30
	11/30/21	(9)					9,390	96,435
	11/30/21	(10)							18,785	192,922
	11/30/21	(11)	—	37,350	13.64	11/29/31
Todd P. Helms	02/24/20	(5)					2,883	29,608
	12/02/20	(6)					4,918	50,508
	12/02/20	(7)							14,755	151,534
	12/02/20	(8)	8,892	17,784	11.86	12/02/30
	11/30/21	(9)					6,573	67,505
	11/30/21	(10)							13,149	135,040
	11/30/21	(11)	—	26,145	13.64	11/29/31
Kenji Takeuchi	12/03/19	(5)					2,664	27,359
	12/02/20	(6)					4,214	43,278
	12/02/20	(7)							12,647	129,885
	12/02/20	(8)	7,621	15,242	11.86	12/02/30
	11/30/21	(9)					6,606	67,844
	11/30/21	(10)							13,214	135,708
	11/30/21	(11)	—	26,274	13.64	11/29/31

(1)Option exercise prices are equal to the closing price of Common Stock on the NYSE on the respective grant dates.

(2)This column includes unvested RSUs. RSUs vest in equal installments on the first, second and third anniversaries of the respective award dates.

(3)Market value for units in this column is calculated by multiplying the number of RSUs or PRSUs that have not vested by the closing price of Common Stock on the NYSE on September 30, 2022 of 10.27 per share, the last trading day of the fiscal year.

(4)This column includes unvested performance units based upon the applicable performance metric specified.

Name Option Awards Stock Awards

Grant
Date
Number of Securities Underlying Options
(#)
Option Exercise Price
($) ⁽¹⁾
Option Expiration Date
Number of Units of Stock That Have Not Vested
(#) ⁽²⁾
Market Value of Units of Stock That Have Not Vested
($) ⁽³⁾
Number of Performance Shares That Have Not Vested
(#)
Market Value of Performance Shares That Have Not Vested
($) ⁽³⁾
Exercisable Unexercisable
Gregory E. Hyland ⁽⁶⁾
11/29/07 226,757
—
10.66
11/29/17 —
—
—
—
12/02/08 343,155
—
5.49
12/02/18 —
—
—
—
12/01/09 154,427
—
5.05
12/01/19 —
—
—
—
12/01/15
⁽⁴⁾
—
—
35,536
454,861
11/29/16
⁽⁵⁾
75,414
965,299
50,276
643,533
Scott Hall 01/23/17
⁽⁵⁾

57,034
730,035
57,034
730,035
03/29/17

56,069
717,683

Evan L. Hart 11/29/07 10,459
—
10.66
11/29/17 —
—
—
—
07/31/08 24,752
—
9.10
07/31/18 —
—
—
—
12/02/08 66,539
—
5.49
12/02/18 —
—
—
—
12/01/09 84,615
—
5.05
12/01/19 —
—
—
—
11/30/10 84,615
—
3.52
11/30/20 —
—
—
—
11/29/11 71,942
—
2.03
11/29/21 —
—
—
—
12/02/14 9,594
122,803
—
—
12/01/15
⁽⁴⁾
20,255
259,264
30,595
391,616
11/29/16
⁽⁵⁾
21,493
275,110
21,493
275,110
Keith L. Belknap 04/02/12 22,335
—
3.54
04/02/22 —
—
—
—
12/02/14 6,816
87,245
—
—
07/27/15 9,502
121,626
—
—
12/01/15
⁽⁴⁾
17,768
227,430
26,838
343,526
11/29/16
⁽⁵⁾
18,853
241,318
18,853
241,318
Gregory S. Rogowski 12/01/09 85,839
—
5.05
12/01/19 —
—
—
—
11/30/10 85,839
—
3.52
11/30/20 —
—
—
—
11/29/11 70,684
—
2.03
11/29/21 —
—
—
—
12/02/14 9,202
117,786
—
—
12/01/15
⁽⁴⁾
19,544
250,163
29,522
377,882
11/29/16
⁽⁵⁾
21,568
276,070
21,568
276,070
Marietta Edmunds Zakas 11/29/07 22,676
—
10.66
11/29/17 —
—
—
—
12/02/08 38,022
—
5.49
12/02/18 —
—
—
—
12/01/09 34,965
—
5.05
12/01/19 —
—
—
—
11/30/10 34,965
—
3.52
11/30/20 —
—
—
—
11/29/11 25,260
—
2.03
11/29/21 —
—
—
—
12/02/14 4,601
58,893
—
—
12/01/15
⁽⁴⁾

9,950
127,360
15,029
192,371
11/29/16
⁽⁵⁾
15,082
193,050
15,082
193,050

58 MUELLER WATER PRODUCTS, INC.


~~(1)~~	~~Option exercise prices are equal to the closing price of Common Stock on the NYSE on the respective grant dates.~~


~~(2)~~	RSUs granted on 12/02/14, 7/27/15, 12/01/15, 11/29/16 and 1/23/17 each vest in equal installments on the first, second and third anniversaries of the respective grant dates. RSUs granted on 03/29/17 vest in full on 1/23/18.


~~(3)~~	~~“Market value” is calculated by multiplying the number of RSUs or PRSUs that have not vested by the closing price of Common Stock on the NYSE on September 30, 2017 of $12.80 per share.~~

~~(4)~~

Includes PRSUs awarded in fiscal 2016 for a three-year award cycle (fiscal 2016 through fiscal 2018). The PRSUs shown are based on actual performance for fiscal 2016 and 2017 and assume target performance for fiscal 2018. Actual performances for fiscal 2016 and 2017 were 102.1% and 100% of target, respectively. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”.

~~(5)~~

Includes PRSUs awarded in fiscal 2017 for a three-year award cycle (fiscal 2017 through fiscal 2019). The PRSUs shown are based on actual performance for fiscal 2017 and assume target performance for fiscal 2018 and 2019. Actual performance for fiscal 2017 was 100% of target. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units”.


~~(6)~~	Mr. Hyland is “retirement-eligible” under the terms and for purposes of the 2006 Stock Plan. Accordingly, for purposes of this table, all of his outstanding equity-based awards (other than unearned and outstanding PRSUs) are deemed vested.

~~Table of Contents~~

EXECUTIVE COMPENSATION

(5)This row includes RSUs awarded in fiscal 2020 in accordance with the Stock Plan.

(6)This row includes RSUs awarded in fiscal 2021 in accordance with the Stock Plan.

(7)This row includes Market Units awarded in fiscal 2021 for a cumulative three-year award cycle (fiscal 2021 through fiscal 2023). The PRSUs shown assume target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.”

(8)This row includes unexercised stock options awarded in fiscal 2021. Stock options vest in equal installments on the first, second and third anniversaries of the respective grant dates.

(9)This row includes RSUs awarded in fiscal 2022 in accordance with the Stock Plan.

(10)This row includes Market Units awarded in fiscal 2022 for a three-year award cycle (fiscal 2022 through fiscal 2024) in accordance with the Stock Plan. The PRSUs shown assume target performance for the award cycle. See “Compensation Discussion and Analysis — Compensation Elements — Long-Term Equity-Based Compensation — Performance-Based Restricted Stock Units.”

(11)This row includes unexercised stock options awarded in fiscal 2022. Stock options vest in equal installments on the first, second and third anniversaries of the respective award dates.

Option Exercises and Stock Vested Table

The following table shows stock options exercised and RSUs and PRSUs vested during fiscal ~~2017.~~2022.


	Option Awards		RSU Awards		PRSU Awards(3)
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(2) ($)
J. Scott Hall	—	—	53,979	751,589	118,617	1,218,197
Marietta Edmunds Zakas	—	—	15,676	218,276	35,016	359,614
Steven S. Heinrichs	—	—	12,331	171,705	27,390	281,295
Todd P. Helms	—	—	25,110	314,220	15,916	163,457
Kenji Takeuchi	—	—	4,771	66,140	16,941	173,984

Option Awards Stock Awards
Name Number of Shares Acquired on Exercise
Value Realized on Exercise⁽¹⁾
($)
Number of Shares Acquired on Vesting
Value Realized on Vesting⁽²⁾
($)
Gregory E. Hyland 500,000
4,685,686
108,743
1,437,163
Scott Hall —
—
—
—
Evan L. Hart —
—
30,735
406,205
Keith L. Belknap —
—
33,027
420,183
Gregory S. Rogowski —
—
29,538
390,388
Marietta Edmunds Zakas —
—
13,977
184,755


~~(1)~~	(1)Calculated by subtracting the exercise price ~~of the option from the closing price of Common Stock on the NYSE on the exercise date, multiplied by the number of options exercised.~~


~~(2)~~	~~Calculated as the closing price of Common Stock on the NYSE on the vesting date multiplied by the number of RSUs that vested.~~

~~Nonqualified Deferred Compensation During Fiscal 2017~~

Mr. Hyland participates in a deferred compensation plan pursuant to the terms of his employment agreement. None of our other NEOs participate in any executive deferred compensation plan. Mr. Hyland accumulated aggregate earnings from interest in fiscal 2017 of $19,754 and held an aggregate balance on September 30, 2017 of $663,814. These contributions and aggregate earnings are reflected in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the ~~Summary Compensation Table.~~option from the actual trade value of the share on exercise, multiplied by the number of options exercised.

(2)Calculated as the closing price of Common Stock on the NYSE on the vesting date multiplied by the number of RSUs or PRSUs that vested.

(3)Consists of RONA Units and Market Units.

Pension Plan

None of our NEOs participate in a defined benefit pension plan. ~~Each NEO participates in our 401(k) plan, under which we make matching contributions in accordance with the terms of that plan.~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 59

EXECUTIVE COMPENSATION

Employment, Severance and Change-in-Control Arrangements

At September 30, ~~2017,~~2022, we maintained employment agreements with each ~~NEO.~~NEO except as noted. Each agreement ~~(other than Mr. Hyland’s agreement)~~ provides for an annual equity opportunity, which is subject to the discretion of the Compensation Committee, and commensurate with their executive-level position. Each agreement also entitles the employee to receive reimbursement for financial planning services and the cost of an annual physical exam. The following table sets forth certain information with respect to these agreements.


Name	Base Salary Rate(1) ($)	Annual Target Bonus as Percent of Base Salary(2) (%)	Monthly Car Allowance ($)	Annual Vacation	Severance Benefits as Percent of Salary(3) (%)
J. Scott Hall	854,000	105	2,000	4 weeks	300.0
Marietta Edmunds Zakas	454,564	70	1,500	4 weeks	262.5
Steven S. Heinrichs	459,426	60	1,500	4 weeks	262.5
Todd P. Helms(4)	372,203	60	N/A	4 weeks	100.0
Kenji Takeuchi(4)	374,920	50	N/A	4 weeks	100.0

Name
Base Salary Rate⁽¹⁾
($)
Annual Target Bonus as Percent of Base Salary⁽²⁾
(%)
Monthly Car Allowance
($)
Annual Vacation
Severance Benefits as Percent of Salary⁽³⁾
(%)
Gregory E. Hyland⁽⁴⁾
1,000,000
N/A —
4 weeks N/A
Scott Hall 750,000 100 2,000
4 weeks 300.0
Evan L. Hart 418,000
75 1,500
4 weeks 262.5
Keith L. Belknap 443,500
70 1,500
4 weeks 240.0
Gregory S. Rogowski 446,000
75 1,500
4 weeks 262.5
Marietta Edmunds Zakas 357,000
60 1,200
4 weeks 225.0


~~(1)~~	(1)Salaries are reviewed annually. Amounts shown represent annual salary rates as ~~of September 30, 2017.~~


~~(2)~~	Payout can range from zero to up to twice the amount of the target based on the satisfaction of predetermined financial, operational and individual performance objectives. Mr. Hyland’s 2017 bonus was based on his salary in effect, and performance achieved, during the period in which he served as President and Chief Executive Officer (from October 2016 through January 2017).

~~(3)~~

Severance benefits under Mr. Hyland’s agreement are equal to the amount of salary unpaid from the date of termination through January 2018. Cash severance to Mr. Hyland would also include payout under the Retirement Plan. See “— Nonqualified Deferred Compensation During Fiscal 2017”. Other severance benefits are paid in monthly installments over 24 months, in the case of Mr. Hall, and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits.

~~Table~~ of ~~Contents~~September 30, 2022.

(2)Payout can range from zero to up to twice the amount of the target based on the satisfaction of predetermined financial, market and operational performance objectives.


~~(4)~~	~~Mr. Hyland participates in an unfunded deferred compensation plan. See “— Nonqualified Deferred Compensation During Fiscal 2017”.~~

(3)Other severance benefits are paid in monthly installments over 24 months, in the case of Mr. Hall, and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits.

~~Potential Payments Upon Termination or Change-in-Control~~(4)Messrs. Helms and Takeuchi are subject to the Company's executive severance plan and do not maintain separate employment agreements.

At September 30, ~~2017,~~2022, we also maintained change-in-control arrangements with each NEO. Under the existing change-in-control agreements with ~~each NEO (other than Mr. Hyland). The following table sets forth certain information with respect to these agreements.~~

~~Under these agreements,~~Messrs. Hall and Heinrichs and Ms. Zakas, upon a change-in-control (as defined in the agreement) of ~~Mueller Water Products, Inc.~~the Company and (i) the executive’s employment is terminated other than for Cause or for Good Reason (each as defined in the agreement) within 24 months following a change-in-control or (ii) a replacement award (as defined in the agreement) was not available (i.e., a double trigger), all outstanding options and RSUs would immediately vest. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. In addition, if the executive’s employment is terminated other than for Cause or for Good Reason ~~(each as defined in the agreement)~~ within 24 months following a change-in-control, the executive would be entitled to a lump-sum severance payment equivalent to 2.0x base salary and annual incentive bonus (generally calculated as the greater of (i) the Executive’s annual target bonus and (ii) the average of actual annual incentive bonuses over the preceding three years) and continuation of certain benefits, such as group life and medical insurance coverage for a period of 24 months. The agreements for Messrs. Rogowski and Hart and Ms. Zakas provide for an additional payment sufficient to eliminate the effect of any applicable excise tax on severance payments in excess of any amount determined under 280G of the Code. We would not be able to deduct payments subject to the excise tax for federal and state income tax purposes. The agreements for Messrs. Hall and Belknapalso contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, ~~Messrs. Hall and Belknap~~the NEO will either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be payable, based on which result is more favorable to him or her on an after-tax basis.

Messrs. Helms and Takeuchi receive change-in-control benefits under the executive severance plan. The executive severance plan provides, upon a change-in-control, for vesting of outstanding equity-based awards if a replacement award (as defined in the Executive Severance Plan) is not available and for payment of cash severance amounts if the NEO’s employment is involuntarily terminated (other than for Cause or for termination for Good Reason as defined in the executive severance plan) within 24 months following a change-in-control (i.e., a double trigger). Such cash severance payments would include a lump-sum payment equivalent to the sum of 1.0x base salary and annual target incentive bonus, a pro rata amount of his annual target incentive bonus (prorated based upon the time of service during the applicable fiscal year) and cash equivalent amounts related to other benefits.

60 MUELLER WATER PRODUCTS, INC.

EXECUTIVE COMPENSATION

Potential Payments Upon Termination or Change-in-Control

The following table sets forth the potential benefits each NEO would be entitled to receive upon termination of employment in the situations outlined below. The NEO would not be entitled to the severance benefits described below if he or she terminates employment without Good Reason or is terminated for Cause. The amounts shown are estimates and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time they become eligible for payment. The amounts shown are the amounts that could be payable under existing plans and arrangements if the NEO’s employment had terminated on September 30, ~~2017, including (other than for Messrs. Hall and Belknap), an estimated gross-up for excise taxes in the event that any payments made in connection with a change-in-control were subject to such taxes.~~

~~Table of Contents~~

2022.

The termination events pursuant to which the NEOs are entitled to potential payments are as follows:

A - Severance arrangement for termination without ~~cause~~Cause or for ~~good reason~~Good Reason

B - Termination without ~~cause~~Cause after a change-in-control ~~or, if applicable, sale of segment~~

C - Death, disability or retirement


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

Name		Cash Severance ($)		Bonus Earned as of Event Date(1) ($)	Vesting of Unvested Long-Term Awards(2) ($)	Health, Welfare and Other Benefits Continuation(3) ($)	Outplacement(4) ($)	Total ($)
J. Scott Hall	A	2,627,692	(5)	791,767	—	45,008	25,000	3,489,467
	B	3,546,568	(6)	791,767	2,987,789	90,547	298,900	7,715,571
	C	—		—	2,987,789	—	—	2,987,789
Marietta Edmunds Zakas	A	1,228,197	(5)	280,528	—	60,094	25,000	1,593,819
	B	1,575,684	(6)	280,528	794,169	133,804	159,097	2,943,282
	C	—		—	794,169	—	—	794,169
Steven S. Heinrichs	A	1,241,333	(5)	243,410	—	1,697	25,000	1,511,440
	B	1,506,334	(6)	243,410	622,228	130,690	160,799	2,663,461
	C	—		—	622,228	—	—	622,228
Todd P. Helms	A	597,875	(5)	197,041	—	25,900	25,000	845,816
	B	621,436	(6)	197,041	434,195	25,900	25,000	1,303,572
	C	—		—	434,195	—	—	434,195
Kenji Takeuchi	A	572,119	(5)	168,359	—	24,256	25,000	789,734
	B	588,791	(6)	168,359	404,073	24,256	25,000	1,210,479
	C	—		—	404,073	—	—	404,073

(1)Each is entitled to a pro rata share of the current fiscal year bonus in the event of termination without Cause or after a change-in-control. Amounts in this table assume a termination date of September 30, 2022 and represent the actual bonus paid for fiscal 2022 since this amount would not have otherwise been paid at that date.

(2)The value of stock options is the difference between the closing price of Common Stock on September 30, 2022 and the option exercise prices per share multiplied by the number of options. The value of RSUs is the closing price of Common Stock on September 30, 2022 multiplied by the number of RSUs. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. The closing price of our Common Stock on September 30, 2022 on the NYSE was $10.27.

(3)For all NEOs, excluding Messrs. Helms and Takeuchi, health and welfare benefits are continued for up to 42 months from the separation date based on the current elections and plan premiums.

(4)Services in Case A (without Cause termination) will be reasonable in our sole discretion. Services in Case B (change-in-control termination) will be provided for up to two years but will not exceed 35% of the base salary at the time of termination for Messrs. Hall and Heinrichs and Ms. Zakas or $25,000 for Messrs. Helms and Takeuchi.

(5)Cash severance in Case A (without Cause termination) is equal to a percentage of current annual base salary plus accrued vacation. The percentage applicable to Mr. Hall is 300%. The percentage applicable to Mr. Heinrichs and Ms. Zakas is 262.5%. The percentage applicable to Messrs. Helms and Takeuchi is 100% plus an amount equal to a pro rata annual incentive bonus calculated at target goals. Other severance benefits, if applicable, are paid in monthly installments over 24 months in the case of Mr. Hall and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 61

EXECUTIVE COMPENSATION

Potential Payments Upon Termination or Change-in-Control Table
Name

Cash Severance
($)

Bonus Earned as of Event Date⁽¹⁾
($)
Vesting of Unvested Long-Term Awards⁽²⁾
($)
Health, Welfare and Other Benefits Continuation⁽³⁾
($)

Outplacement⁽⁴⁾
($)

Sec 280G Excise Tax and Related Gross-Up⁽⁵⁾
($)
Total
($)
Scott Hall A 2,307,692
⁽⁶⁾
908,925
—
27,276
25,000

0 3,268,893
B 3,057,692
⁽⁷⁾
908,925
2,177,753
36,368
262,500

0 6,443,238
C —

—
1,691,059
—

—

0 1,691,059
Evan L. Hart A 1,129,404
⁽⁶⁾
376,083
—
12,867
25,000
0 1,543,354
B 1,404,457
⁽⁷⁾
376,083
1,323,927
17,156
146,300
0 3,267,923
C —

—
1,010,881
—

—
0 1,010,881
Keith L. Belknap A 1,098,515
⁽⁶⁾
226,627
—
30,798

25,000
0 1,380,940
B 1,238,441
⁽⁷⁾
226,627
1,262,474
41,064
155,225
0 2,923,831
C —

—
987,881
—

—
0 987,881
Gregory S. Rogowski A 1,205,058
⁽⁶⁾
282,075
—
7,803

25,000
0 1,519,936
B 1,526,060
⁽⁷⁾
282,075
1,297,971
10,405
156,100
0 3,272,611
C —

—
988,842
—

—
0 988,842
Marietta Edmunds Zakas A 830,712
⁽⁶⁾
255,929
—
26,093
25,000
0 1,137,734
B 1,082,756
⁽⁷⁾
255,929
764,724
34,791
124,950
0 2,263,150
C —
—
572,344
—
—
0 572,344
(6)Cash severance in Case B (change-in-control termination) for Messrs. Hall and Heinrichs and Ms. Zakas is equal to two times annual base salary plus two times the greater of (i) the annual target bonus and (ii) the average bonus over the last three years, plus accrued vacation. Cash severance in Case B (change-in-control termination) for Messrs. Helms and Takeuchi is equal to one times annual base salary and target annual incentive bonus plus pro rata target annual incentive bonus, accrued vacation and ancillary medical benefits. Accrued vacation assumes no vacation has been taken.

CEO Pay Ratio Disclosure

For fiscal 2022, (i) the annual total compensation of our median employee (excluding our CEO) was $60,507 and (ii) the annual total compensation of our CEO was $4,807,096. Based on this information, the ratio of the annual total compensation of our CEO to that of the median employee is approximately 79 to 1. Our employee population consists of approximately 3,545 employees located throughout the world, with approximately 81% in the United States.

To identify the median employee for fiscal 2022, we included all part-time and full-time employees that were employed for any portion of fiscal 2022 so long as they were still actively employed on September 30, 2022. Compensation elements used included regular pay (base salary for exempt population and hourly wages for non-exempt population), bonuses, overtime, shift pay and paid time off. Commissions and executive perquisites were omitted from the median employee selection calculation. Using this methodology, we determined the “median employee” was a full-time, hourly employee located in the United States.

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION


~~(1)~~Proposal Three
~~Each is entitled to a pro rata share~~Advisory Vote on the Frequency of the current fiscal year bonus in the event of termination without Cause or after a change-in-control. Amounts in this table assume a termination date of September 30, 2017 and represent the actual bonus paid for fiscal 2017 since this amount would not have otherwise been paid at that date.Advisory Vote to Approve Executive Compensation
			The Board recommends voting on executive compensation ANNUALLY.

At our 2011 Annual Meeting, we first provided our stockholders with the opportunity to cast an advisory vote on how frequently they would like to vote on our executive compensation, which, as described in Proposal Two, is commonly referred to as “Say-on-Pay.” Based on the previous voting results, our Board determined to hold Say-on-Pay votes annually. SEC rules require us to ask our stockholders, at least every six years, how often they would like for us to hold Say-on-Pay votes. Accordingly, we are requesting your advisory vote this year to determine the frequency of future Say-on-Pay votes.

By voting on this Proposal Three, stockholders may indicate whether they would prefer that we continue to hold an advisory vote on our executive compensation annually, or whether they prefer such vote to be held every two or three years.

The Board believes that an annual vote is the most effective means for ensuring that our executive compensation policies and procedures are strongly aligned with the interests of our stockholders and are effective in implementing our compensation philosophy and in achieving our strategic goals. The Board’s belief is further based on the premise that this recommendation can be modified in future years if it becomes apparent that a vote once every year is not meaningful or a different voting frequency is recommended by best corporate governance practices.

Accordingly, we ask for stockholder approval of the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, an annual advisory vote on executive compensation.

This vote is advisory and therefore not binding on us, the Board or the Compensation Committee. The Compensation Committee will consider the result of this year’s vote, as well as other communications from stockholders relating to our compensation practices, and take them into account in future determinations concerning our executive compensation programs.

62 MUELLER WATER PRODUCTS, INC.

RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM


~~(2)~~Proposal Four
Ratification of the Appointment of Our Independent Registered Public Accounting Firm for Fiscal 2023
			The value of stock options is calculated as the difference between the closing price of Common Stock on September 30, 2017 and the option exercise prices per share multiplied by the number of in-the-money options. The value of RSUs is the closing price of Common Stock on September 30, 2017 multiplied by the number of RSUs. The value of PRSUs reflects the pro rata portion of shares earned during the performance period and payout at target for future performance periods within the award cycle. The closing price of our common stock on September 30, 2017 on the NYSE was $12.80.Board recommends a vote FOR this proposal.

The Audit Committee has authority to retain and terminate the services of our independent registered public accounting firm. The Audit Committee has appointed Ernst & Young LLP (“EY”) as the independent registered public accounting firm to audit our consolidated financial statements and internal control over financial reporting for the fiscal year ending September 30, 2023, subject to negotiation of definitive fee arrangements. Although stockholder ratification of EY’s appointment is not required, the Board believes submitting the appointment to our stockholders for ratification is a matter of good corporate governance. Even if stockholders ratify the appointment of EY, the Audit Committee, in its discretion, may change the appointment at any time during the fiscal year if it determines that a change would be in the best interest of the Company and its stockholders.

See below for a description of the fees EY billed us for fiscal 2022 and fiscal 2021.

A representative of EY is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement and will be available to respond to stockholder questions.

Fees and Services of the Independent Registered Public Accounting Firm

Audit Fees and Other Fees

The following table shows the approximate fees for audit and other services provided by Ernst & Young for fiscal years 2022 and 2021 (in millions). All fees in 2022 and 2021 were pre-approved by the Audit Committee.


	2022		2021
Audit fees(1)	$	2.6	$	3.0
Audit-related fees	—		—
Tax fees	0.1		—
Total fees	$	2.7	$	3.0

(1)Reflects fees for professional services performed by Ernst & Young for annual audits (including out-of-pocket expenses) and quarterly limited reviews of our consolidated financial statements.

Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm

PROXY STATEMENT FOR 2023 ANNUAL MEETING 63

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

audit fees to be incurred by the independent registered public accounting firm for services permitted by the Sarbanes-Oxley Act of 2002 to be performed by such firm must be approved in advance by the Audit Committee Chair or another designated member of the Audit Committee for individual projects in amounts up to $150,000 or the Audit Committee, and the Audit Committee must approve all such services for individual project in amounts greater than $150,000. The Audit Committee periodically monitors the services rendered and actual fees paid to the independent registered public accounting firm to ensure the services are within the parameters approved by the Audit Committee.

Report of the Audit Committee

Committee Composition and Skills

The Audit Committee is composed of three independent directors meeting the requirements of applicable SEC and New York Stock Exchange (“NYSE”) rules. The Board has determined all Audit Committee members are “financially literate” for purposes of the NYSE Listed Company Manual (the “NYSE Manual”) and select members qualify as audit committee “financial experts” within the meaning of the rules and regulations of the SEC. See “Proposal One - Election of Ten Directors — The Board of Directors” for a description of the business background of each member. No member of the Audit Committee serves on the audit committee of more than three public companies.

Meetings

The Audit Committee met 13 times during fiscal 2022, including 8 times by video/teleconference. Meetings include periodic executive sessions with the independent registered public accounting firm, internal auditors and management.

Responsibilities of the Audit Committee, Management and the Independent Auditor

The Audit Committee’s key responsibilities are set forth in its charter, which was approved by the Board and is available on our website at www.muellerwaterproducts.com. See “Corporate Governance — Board Operations — Board Committee Information” for more information concerning the Audit Committee and its responsibilities. With respect to the Company's consolidated financial statements for fiscal 2022 and internal control over financial reporting:

•Management was responsible for preparing the financial statements and establishing and maintaining effective internal control over financial reporting. The Audit Committee was responsible for monitoring and overseeing the financial reporting and audit functions, as well as the internal control over financial reporting and disclosure.

•EY, the independent registered public accounting firm, for fiscal 2022, was responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and was also responsible for performing an independent audit of, and expressing an opinion on, the Company’s internal control over financial reporting.

•The Audit Committee reviewed and discussed with management and EY the audited consolidated financial statements for the year ended September 30, 2022, the quarterly consolidated financial statements and operating results for each quarter in the fiscal year and the related significant accounting and disclosure issues, the Critical Audit Matters (“CAMs”) and the effectiveness of internal control over financial reporting.

•The Audit Committee reviewed management’s report contained in the annual report on Form 10-K for the year ended September 30, 2022 (“Annual Report”), as well as EY’s Reports of the Independent Registered Public Accounting Firm included in the Annual Report related to its audits of the consolidated financial statements and internal control over financial reporting.

•The Audit Committee discussed with EY matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, EY provided the Audit Committee with the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence and the Audit Committee has discussed with EY the firm’s independence.

64 MUELLER WATER PRODUCTS, INC.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

Audited Consolidated Financial Statements

Based on the foregoing discussions with and reports of management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management, the Audit Committee recommended to the Board the inclusion of the consolidated financial statements in the Annual Report.


~~(3)~~			~~Welfare benefits are continued for up to 24 months for Mr. Hall and 18 months for other NEOs from the separation date based on the current elections and plan premiums.~~Audit Committee

			STEPHEN C. VAN ARSDELL, CHAIR
			BERNARD G. RETHORE
~~(4)~~			~~Services in Case A will be reasonable in our sole discretion. Services in Case B will be provided for up to two years, but will not exceed 35% of the NEO’s base salary at the time of termination.~~JEFFERY S. SHARRITTS

~~(5)~~

The change-in-control agreements for Messrs. Hart and Rogowski and Ms. Zakas contain a tax gross-up provision, which require the Company to pay any excise taxes imposed on payments received under their agreements. For purposes of this calculation, the gross-up would have been calculated by determining whether the total amount payable to the executive contingent upon a change-in-control exceeded 2.99 times the average of the annual eligible compensation payable to the executive during the preceding five years. If the total amount payable exceeded the average annual compensation amount, a gross up amount would have been added to the amounts otherwise payable to the executive in order to put the executive in the same after-tax position as if he or she had not been subject to the excise tax. The change-in-control agreements for Messrs. Hall and Belknap contain a “best-of-net” provision, so that, in the event excise taxes would be imposed on payments under the agreements, the executive will either (1) pay the excise tax without assistance from the Company or (2) have the payments reduced to an amount at which an excise tax would no longer be payable, based on which result is more favorable to the executive on an after-tax basis.

~~(6)~~

Cash severance is equal to a percentage of current annual base salary plus accrued vacation. The percentage applicable to Mr. Hall is 300%. The percentage applicable to Messrs. Hart and Rogowski is 262.5%. The percentage applicable to Mr. Belknap is 240%. The percentage applicable to Ms. Zakas is 225%. Other severance benefits are paid in monthly installments over 24 months in the case of Mr. Hall and over 18 months in the case of each other NEO, together with a lump sum payment of unpaid salary and other benefits.

~~(7)~~

Cash severance for Messrs. Hall, Hart and Rogowski and Ms. Zakas is equal to two times annual base salary plus two times the average bonus over the last three years, plus accrued vacation. Cash severance for Mr. Belknap is equal to two times annual base salary plus one and one-half times the average bonus over the last three years, plus accrued vacation. Accrued vacation assumes no vacation has been taken.

~~Table of Contents~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 65

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table lists information as of December ~~7, 2017 about~~12, 2022 regarding the number of shares of Common Stock beneficially owned by each incumbent director, each NEO, all of our directors and current executive officers as a group, and each person or group known by us to own more than 5% of our Common Stock. Unless otherwise noted, voting power and investment power in Common Stock are exercisable solely by the named person.

At December ~~7, 2017,~~12, 2022, there were ~~158,540,171~~156,195,499 shares of Common Stock outstanding.


Name and Address of Beneficial Owner(1)	Aggregate Number of Shares of Common Stock Beneficially Owned(2)		Percent of Outstanding Common Stock
Shirley C. Franklin Director	65,601	(3)	*
Scott Hall Director, President and Chief Executive Officer	632,353		*
Thomas J. Hansen Director	111,360	(3)	*
Mark J. O’Brien Non-Executive Chair	200,668	(3)	*
Christine Ortiz Director	35,232	(3)	*
Bernard G. Rethore Director	196,832	(3)	*
Jeffery S. Sharritts Director	15,301	(3)	*
Brian L. Slobodow Director	—	(3)
Lydia W. Thomas Director	144,890	(3)	*
Michael T. Tokarz Director	405,771	(3)	*
Stephen C. Van Arsdell Director	62,336	(3)	*
Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer	447,004		*
Steven S. Heinrichs Executive Vice President, Chief Legal and Compliance Officer and Secretary	120,815		*
Todd P. Helms Senior Vice President and Chief Human Resources Officer	64,582		*
Kenji Takeuchi Senior Vice President, Water Management Solutions	51,698		*
All directors and executive officers as a group (19 individuals)	2,687,571		1.7	%
The Vanguard Group, Inc. 100 Vanguard Boulevard, Malvern, PA 19355	14,378,750	(4)	9.2	%
Impax Asset Management Group plc, et al. 7th Floor, 30 Panton Street, London, SW1Y 4AJ	12,768,256	(5)	8.2	%

66 MUELLER WATER PRODUCTS, INC.

BENEFICIAL OWNERSHIP OF COMMON STOCK

Name and Address of Beneficial Owner ⁽¹⁾
Aggregate Number of Shares of Common Stock Beneficially Owned ⁽²⁾
Percent of Outstanding Common Stock
Shirley C. Franklin, Director 119,965
⁽³⁾
*
Scott Hall, President and Chief Executive Officer 75,081
⁽⁴⁾
*
Thomas J. Hansen, Director 106,972
⁽³⁾
*
Gregory E. Hyland, Executive Chairman 1,600,501
⁽⁵⁾
1.0 %
Jerry W. Kolb, Director 159,777
⁽³⁾
*
Mark J. O’Brien, Director 176,566
⁽³⁾
*
Bernard G. Rethore, Director 146,470
⁽³⁾
*
Lydia W. Thomas, Director 161,227
⁽³⁾
*
Michael T. Tokarz, Director 520,276
⁽³⁾
*
Evan L. Hart, Senior Vice President and Chief Financial Officer 271,436
*
Keith L. Belknap, Executive Vice President, Business Development, General Counsel and Chief Compliance Officer 207,920
*
Gregory S. Rogowski, Executive Vice President, Sales and Marketing 538,195
*
Marietta Edmunds Zakas
Executive Vice President, Strategy, Corporate Development and Communications
380,876
*
All directors and executive officers as a group (16 individuals) 4,827,957
3.0 %
Vanguard Group Inc.
PO Box 2600, V26, Valley Forge, PA 19482-2600
11,632,394
⁽⁶⁾
7.3 %
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
10,465,831
⁽⁷⁾
6.6 %
EARNEST Partners, LLC
1180 Peachtree Street, NE, Suite 2300, Atlanta, GA 30309
8,136,500
⁽⁸⁾
5.1 %


Name and Address of Beneficial Owner(1)	Aggregate Number of Shares of Common Stock Beneficially Owned(2)		Percent of Outstanding Common Stock
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055	12,706,693	(6)	8.1	%
Nuance Investments, LLC 4900 Main Street, Suite 220, Kansas City, MO 64112	11,428,817	(7)	7.3	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street, Baltimore, MD 21202	8,369,160	(8)	5.4	%

*Less than 1% of outstanding common stock


~~(1)~~	~~The address of each of our directors and executive officers is c/o Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.~~

~~(2)~~

Beneficial ownership as reported in the table has been determined in accordance with the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of Common Stock referred to in the table. See “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for more information concerning outstanding equity awards to our NEOs and “Director Compensation — Director Compensation Summary” for more information concerning outstanding equity awards to our directors.

~~(3)~~

Each non-employee director is “retirement-eligible” under and for purposes of the 2006 Stock Plan. Accordingly, for purposes of this table, all outstanding equity-based awards are deemed vested. Beginning with the equity-based awards granted to directors in January 2014, all such awards to directors require a grantee who is or becomes retirement-eligible prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. The beneficial ownership reported in the table assumes each grantee of an award on January 25, 2017 will remain in continuous service through January 25, 2018.


~~(4)~~	~~Includes 75,081 RSUs that will vest within 60 days.~~


~~(5)~~	~~Includes 85,812 RSUs that are subject to accelerated vesting upon retirement.~~


~~(6)~~	As reported on Schedule 13G/A filed with the SEC on February 10, 2017, Vanguard Group, Inc. has sole investment discretion with respect to 11,632,394 shares and sole voting power with respect to 310,655 shares.


~~(7)~~	~~As reported on Schedule 13G/A filed with the SEC on January 25, 2017, Blackrock, Inc. has sole investment discretion of 10,465,831 shares and sole voting power with respect to 9,926,566 shares.~~


~~(8)~~	~~As reported on Schedule 13G/A filed with the SEC on July 7, 2017, EARNEST Partners, LLC has sole investment discretion with respect to 8,136,500 shares and sole voting power with respect to 2,188,924.~~

(1)The address of each of our directors and executive officers is c/o Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.

(2)Beneficial ownership as reported in the table has been determined in accordance with the rules of the SEC. Under those rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of, or to direct the disposition of, such security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under such rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may disclaim any beneficial interest. Except as indicated in other notes to this table, directors and executive officers possessed sole voting and investment power with respect to all shares of Common Stock referred to in the table. See “Executive Compensation — Outstanding Equity Awards at Fiscal Year-End Table” for more information concerning outstanding equity awards to our NEOs and “Director Compensation — Director Compensation Summary” for more information concerning outstanding equity awards to our directors.

(3)Each non-employee director, with the exception of Dr. Ortiz and Messrs. Sharritts and Slobodow, is “retirement-eligible” under and for purposes of the Stock Plan. Accordingly, for purposes of this table, all outstanding equity-based awards for the retirement eligible non-employee directors are deemed vested. Beginning with the equity-based awards granted to directors in January 2014, all such awards to directors require a grantee who is or becomes retirement-eligible prior to an initial vesting date to remain in continuous service from the grant date through at least the first anniversary thereof to receive accelerated vesting upon retirement. The beneficial ownership reported in the table assumes each grantee of an award on February 7, 2022 will remain in continuous service through February 7, 2023 and/or all awards granted on February 7, 2022 will vest on or before February 7, 2023. Excludes Mr. Tokarz's 208,107 stock equivalent shares of Common Stock, which settle in cash in accordance with the Directors' Deferred Fee Plan.

(4)As reported on Schedule 13G/A filed with the SEC on February 10, 2022, The Vanguard Group, Inc. has sole investment discretion with respect to 14,103,557 shares, shared voting power with respect to 142,134 shares and shared investment discretion with respect to 275,193 shares.

(5)As reported on Schedule 13G filed with the SEC on February 14, 2022, Impax Asset Management Group plc and Impax Asset Management Limited each have sole investment discretion and sole voting power with respect to 12,768,256 shares.

(6)As reported on Schedule 13G/A filed with the SEC on February 3, 2022, BlackRock, Inc. has sole investment discretion with respect to 12,706,693 shares and sole voting power with respect to 12,410,514 shares.

(7)As reported on Schedule 13F-HR filed with the SEC on November 10, 2022 to report beneficial ownership of shares of the Company’s common stock as of September 30, 2022, and as confirmed by Nuance Investments, LLC, Nuance Investments, LLC has sole investment discretion and sole voting power with respect to 11,428,817 shares.

(8)As reported on Schedule 13G filed with the SEC on February 14, 2022, T. Rowe Price Associates, Inc. has sole investment discretion with respect to 8,369,160 shares and sole voting power with respect to 2,278,347 shares.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a company’s common stock (together, “Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons are required by SEC rules to furnish companies with copies of all Section 16(a) forms they file. Based solely on a review of copies of such forms furnished to us and written representations from the executive officers and directors, we believe our Reporting Persons complied with all Section 16 filing requirements during fiscal 2022, with the exception of (i) one amended Form 3 filing for Mr. Floyd in connection with previously unreported de minimis dividend reinvestments; (ii) one Form 5 filing for Mr. Floyd for fiscal 2020 and 2021 in connection with previously unreported de minimis dividend reinvestments; and (iii) one Form 4 filing for Todd Helms in connection with previously unreported de minimis dividend reinvestments as well as shares withheld to cover the tax liability on the lapse of restrictions on vested awards, which filing was made one business day late due to administrative error.

~~Table of Contents~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 67

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

When and where is the Annual Meeting?

~~Our~~This year’s Annual Meeting will be ~~held~~conducted virtually on ~~Wednesday, January 24, 2018~~February 7, 2023. You will be able to virtually (i) attend the Annual Meeting, (ii) vote your shares and (iii) submit questions during the meeting via live webcast by visiting www.meetnow.global/MLMGXU5.

To participate virtually at the Annual Meeting, you will need the voter control number included in your proxy materials or on your proxy card. We encourage you to allow ample time for online check-in as the meeting will begin promptly at 10:00 ~~A.M.,~~a.m. Eastern ~~Time,~~Time. Please note that there is no in-person meeting for you to attend.

The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time to allow you ample time to log in to the live webcast and test your computer audio system. We recommend that you carefully review in advance the procedures needed to gain admission virtually to the Annual Meeting. The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet connection wherever they intend to participate in the ~~Peachtree Dunwoody Room on~~meeting. If you encounter any technical difficulties, technical support, including related technical support phone numbers, will be available in the ~~3rd Floor of Building 500 at Northpark Town Center, located at 1100 Abernathy Road, N.E., in Atlanta, Georgia.~~virtual meeting platform.

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will vote virtually on matters summarized in this Proxy Statement. This Proxy Statement contains important information for you to consider when deciding how to vote.

Who is entitled to vote?

You may vote virtually at the Annual Meeting, and any adjournment or postponement thereof, if you were a holder of record of our Common Stock at the close of business on December ~~7, 2017,~~12, 2022, the record date. On the record date, there were ~~158,540,171~~156,195,499 shares of Common Stock outstanding. Each share of Common Stock represented at the Annual Meeting is entitled to one vote.

Who is soliciting my vote?

The Board is soliciting your proxy to vote your shares at the Annual Meeting. We made our proxy solicitation materials available to you on the Internet or, upon your request, we have delivered printed versions of these materials to you by mail, in connection with our solicitation of proxies.

What is included in the proxy materials?

The proxy materials for the Annual Meeting include the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the Annual Report. If you requested printed versions by mail, these proxy materials also include the proxy card or voting instruction form for the Annual Meeting. These materials were first sent or made available to stockholders on or about December ~~14, 2017.~~19, 2022.

What proposals require my vote, what vote is required to approve each proposal, how will abstentions and broker non-votes be treated and how does the Board recommend I vote?

Voting Item

Voting Standard

Treatment of Abstentions & Broker Non-Votes

Board Recommendation

Elect Directors

Majority of votes cast

Not counted as votes cast and, therefore, no effect

FOR each director nominee

68 MUELLER WATER PRODUCTS, INC.

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

Voting Item

Voting Standard

Treatment of Abstentions & Broker Non-Votes

Board Recommendation

Approve ~~executive compensation~~

Executive Compensation

Majority of votes cast

Not counted as votes cast and, therefore, no effect

FOR

Approve Frequency of Advisory Vote to Approve Executive Compensation

Majority of votes cast

Not counted as votes cast and, therefore, no effect

ANNUALLY

Ratify Auditor Appointment

Majority of votes cast

N/A

FOR

Will any other business be conducted at the Annual Meeting?

Management is not aware of any items, other than those referred to in this Proxy Statement, that may properly come before the Annual Meeting.

~~Table of Contents~~

How are proxies voted?

Shares represented by all valid proxies received on time will be voted as specified. If a valid proxy form is received and does not indicate specific choices, the shares will be voted in accordance with the Board’s recommendations. The Board has designated each of Scott Hall, ~~Keith L. Belknap~~Steven S. Heinrichs and ~~Kristi O. Crawford~~Chason Carroll as proxies for the Annual Meeting.

How may I vote?

If your shares are registered directly in your name with our transfer agent, you are a “registered stockholder.” Registered stockholders may vote by:

•Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card that you received (we(we encourage you to vote in this ~~manner~~)manner);

•Telephone through the number noted in the proxy card that you received (if you received a proxy card);

•Signing and dating your proxy card (if you received a proxy card) and mailing it to the indicated address; or

~~Attending~~•Virtually attending the Annual Meeting and voting ~~in person.~~your shares.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage ~~account,~~firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To virtually vote at the Annual Meeting, you ~~are~~must first obtain a ~~“beneficial stockholder”~~valid legal proxy from your broker, bank or other agent and ~~you should refer~~then register in advance to virtually attend the Annual Meeting. Follow the instructions ~~provided by~~from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to virtually attend the Annual Meeting, you must e-mail to Computershare at legalproxy@computershare.com your name and e-mail address and either (a) the forwarded e-mail from your bank, ~~brokerage~~broker or ~~other~~ nominee ~~regarding how~~containing your legal proxy or (b) an attached image of your legal proxy. Upon successful preregistration, a beneficial owner will receive a confirmation e-mail from Computershare confirming registration and providing a control number to ~~vote your shares.~~enter the virtual meeting as a stockholder. See “How can I register for the Annual Meeting?” below for additional details.

If you plan to vote other than by virtually attending the Annual Meeting and voting ~~in person,~~your shares, your vote must be received by ~~11:59 P.M.~~10:00 a.m., Eastern Time, on February 7, 2023.

How can I ask questions pertinent to meeting matters?

Stockholders may submit questions either before the annual meeting (beginning January ~~23, 2018.~~31, 2023) or during the Annual Meeting. If you wish to submit a question either before or during the meeting, please log into www.meetnow.global/MLMGXU5 and enter your 15-digit voter control number, then follow the instructions to submit a question. Questions pertinent to meeting matters will be answered during the meeting, subject to time limitations.

PROXY STATEMENT FOR 2023 ANNUAL MEETING 69

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

How can I change my vote?

You can revoke a proxy prior to the completion of voting at the Annual Meeting by:

•Voting again using the Internet or by telephone prior to the Annual Meeting;

•Delivering a later-dated proxy card; or

•Voting ~~in person~~your shares virtually at the meeting (if you are a beneficial stockholder).

What constitutes a quorum for the Annual Meeting?

The holders of a majority of the voting power of the outstanding shares of Common Stock at the close of business on the record date must be present, either ~~in person~~personally or represented by proxy, to constitute a quorum necessary to conduct the Annual Meeting. Shares represented by proxies received but marked as abstentions or as withholding voting authority for any or all director nominees, and shares represented by proxies received but reflecting broker non-votes, will be counted as present at the Annual Meeting for purposes of establishing a quorum.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

We are permitted by SEC rules to furnish proxy materials to stockholders by providing access to those documents on the Internet. Stockholders will not receive printed copies of the proxy materials unless they request them. The Notice provides instructions on how to access and review the Proxy Statement and the Annual Report over the Internet at www.proxyvote.com (for beneficial stockholders) and ~~www.edocumentview.com/mwa~~www.envisionreports.com/MWA (for registered stockholders), and how to submit a proxy over the Internet. If you would like to receive a paper or email copy of the proxy materials, please follow the instructions in the Notice.

What does it mean if I receive more than one Notice, proxy materials email or proxy card?

It means you have multiple accounts holding Common Stock with brokers and/or our transfer agent. You will need to vote separately with respect to each Notice, proxy materials email or proxy card you receive.

~~Table of Contents~~

What do I need to do if I want to attend the Annual Meeting?

~~Attendance at~~The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. There is ~~limited to our stockholders, members of their immediate families or their representatives. To gain admittance to~~no physical location for this meeting.

You can attend the Annual Meeting online, vote and submit questions pertinent to meeting matters during the meeting by visiting www.meetnow.global/MLMGXU5. Please follow the registration instructions below.

The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time, on February 7, 2023. We encourage you ~~may be required~~ to ~~show evidence that~~access the meeting prior to the start time in order to log in to the live webcast and test your computer audio system.

How can I register for the Annual Meeting?

If you ~~were~~are a ~~holder of Common Stock on the record date. We reserve the right~~registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to ~~limit the number of representatives who may~~register to attend the Annual ~~Meeting.~~Meeting virtually on the Internet. Please follow the instructions on the Proxy Card or Notice that you received with this Proxy Statement. To access the meeting, you will need the 15-digit control number printed on your card or notice.

If you are a beneficial owner (i.e., you hold your shares through an intermediary, such as a bank or broker), you must register in advance to attend the Annual Meeting virtually on the Internet. To register, you must submit a legal proxy that reflects your proof of proxy power. The legal proxy must reflect your Mueller Water Products, Inc. holdings along with your name. Please forward a copy of the legal proxy and your email address to Computershare either by email to legalproxy@computershare.com (forward the email from your broker or attach an image of your legal proxy) or by mail to Computershare, Mueller Water Products, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001.

70 MUELLER WATER PRODUCTS, INC.

QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on February 2, 2023. You will receive a confirmation of your registration by email (or by mail if no email address is provided) after Computershare receives your registration materials.

How are proxies solicited and what is the cost?

We bear all expenses incurred in connection with the solicitation of proxies. We have engaged ~~Alliance Advisors LLC~~Innisfree M&A Incorporated to assist with the solicitation of proxies for an estimated fee of ~~$10,000,~~$150,000, plus expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial holders of Common Stock. Our directors, officers and employees also may solicit proxies in return for no additional compensation.

How can I submit my proposal for inclusion in next year’s proxy?

SEC rules permit stockholders to submit proposals for inclusion in our proxy statement if the stockholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act.

•When to submit? Any stockholder proposals submitted in accordance with Rule 14a-8 must be received at our principal executive offices no later than August 21, 2023.

•Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.

•What to submit? Proposals must conform to and include the information required by Rule 14a-8.

We encourage stockholders to contact our Corporate Secretary prior to submitting a stockholder proposal or any time they have concerns about us.

How can I present a proposal for consideration at next year’s annual meeting?

Our Bylaws provide that any stockholder proposal, including director nominations, that is not submitted for inclusion in next year’s proxy statement under Rule 14a-8, but is instead sought to be presented directly at next year’s annual meeting of stockholders must be delivered to our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date we commenced mailing these proxy materials.

•When to submit? Stockholder proposals submitted under these Bylaw provisions must be received no earlier than August 21, 2023 and no later than September 20, 2023.

•Where to submit? Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328.

•What to submit? Proposals must include the information required by our Bylaws, which are available on our website. If the notice delivered to our Corporate Secretary does not contain all of the information specified in our Bylaws, the proposed business will not be transacted at the annual meeting.

By Order of the Board of Directors.

STEVEN S. HEINRICHS

Corporate Secretary

Atlanta, Georgia

December 19, 2022

~~Table of Contents~~

PROXY STATEMENT FOR 2023 ANNUAL MEETING 71

GENERAL INFORMATION

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Other Business for Presentation at the Annual Meeting

The Board and management do not intend to bring before the Annual Meeting any matters other than those disclosed in the Notice of Annual Meeting of Stockholders, nor do they know of any business that other persons intend to present virtually at the Annual Meeting. Should any other matter or business requiring a vote of stockholders arise, the persons named in the enclosed proxy intend to exercise the authority conferred by the proxy and vote the shares represented thereby in respect of any such other matter or business in accordance with their best judgment in the interest of Mueller Water Products, Inc.

Other Information

Consolidated financial statements for Mueller Water Products, Inc. are included in the ~~2017~~2022 Annual Report filed with the SEC, 100 F Street, N.E., Washington, D.C. 20549, and the New York Stock Exchange. A copy of the ~~2017~~2022 Annual Report (excluding exhibits) will be furnished, without charge, by writing to the Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Suite 1200, Atlanta, Georgia 30328. The ~~2017~~2022 Annual Report is also available on the SEC’s website at www.sec.gov or on our website at www.muellerwaterproducts.com.

72 ~~www.muellerwaterproducts.com~~.MUELLER WATER PRODUCTS, INC.

~~Table of Contents~~

~~STOCKHOLDER INFORMATION~~

~~Stockholder Proposals for Inclusion in Next Year’s Proxy Statement~~

~~SEC rules permit stockholders to submit proposals for inclusion in our proxy statement if the stockholder and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act.~~

~~When to submit?~~
~~Any stockholder proposals submitted~~

EXHIBIT A - RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES

The Company presents adjusted net income, adjusted net income per diluted share, adjusted operating income, and adjusted EBITDA as performance measures because management uses these measures in evaluating the Company’s underlying performance on a consistent basis across periods and in making decisions about operational strategies. Management also believes these measures are frequently used by securities analysts, investors and other interested parties in the evaluation of the Company’s recurring performance. These are considered measures not calculated in accordance with ~~Rule 14a-8 must be received at our principal executive offices no later than August 16, 2018.~~GAAP and are therefore considered non-GAAP measures. The Company provides the following reconciliations of these non-GAAP measures to their most comparable GAAP measures.


Year Ended September 30, 2022
Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures (in millions)
Net income	$	76.6
Strategic reorganization and other charges	7.2
Warranty Charge	4.5
Goodwill impairment	6.8
Income tax benefit of adjusting items	(4.1)
Adjusted net income	$	91.0

Weighted average diluted shares outstanding	158.0

Net income per diluted share	$	0.48
Adjusted net income per diluted share	$	0.58

Net income	$	76.6
Income tax expense	22.0
Interest expense, net	16.9
Pension benefit other than service	(3.9)
Operating income	111.6
Strategic reorganization and other charges	7.2
Warranty Charge	4.5
Goodwill impairment	6.8
Adjusted operating income	130.1
Pension benefit other than service	3.9
Depreciation and amortization	60.5
Adjusted EBITDA	$	194.5

PROXY STATEMENT FOR 2023 ANNUAL MEETING 73

~~Where to submit?~~

~~Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Atlanta, Georgia 30328.~~

~~What to submit?~~

~~Proposals must conform to and include the information required by Rule 14a-8.~~

~~We encourage stockholders to contact our Corporate Secretary prior to submitting a stockholder proposal or any time they have concerns about us.~~

~~Procedures for Business Matters and Director Nominations for Consideration at Next Year’s Annual Meeting of Stockholders~~

~~When to submit?~~

~~Stockholder proposals submitted under these Bylaw provisions must be received no earlier than August 16, 2018 and no later than September 15, 2018.~~

~~Where to submit?~~

~~Proposals should be addressed to Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road, N.E., Atlanta, Georgia 30328.~~

~~What to submit?~~ Proposals must include the information required by our Bylaws, which are available on our website. If the notice delivered to our Corporate Secretary does not contain all of the information specified in our Bylaws, the proposed business will not be transacted at the annual meeting.

~~By Order of the Board of Directors.~~

~~Keith L. Belknap~~

~~Corporate Secretary~~

~~Atlanta, Georgia~~

~~December 14, 2017~~

~~Table of Contents~~

~~Exhibit A~~

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures
2017
GAAP Reporting Adjustments Adjusted Non-GAAP As Reported Singer Valve and Other Performance Evaluation Basis - Adjusted
(in millions)
Net sales $ 826.0
$ —
$ 826.0
$ (10.3 ) $ 815.7
Cost of goods sold 558.5
(10.8 ) 547.7
(5.7 ) 542.0
Gross profit 267.5
10.8
278.3
(4.6 ) 273.7
Selling, general and administrative expenses 156.4
—
156.4
(4.0 ) 152.4
Other charges 10.4
(10.4 ) —
—
—
Operating income from continuing operations 100.7
21.2
121.9
(0.6 ) 121.3
Interest expense, net 22.2
—
22.2
—
22.2
Income tax expense 24.2
4.3
28.5
2.1
30.6
Income from continuing operations $ 54.3
$ 16.9
$ 71.2
$ (2.7 ) $ 68.5

2016
GAAP Reporting Adjustments Adjusted Non-GAAP As Reported Adjust to Performance Plan Tax Rate Performance Evaluation Basis - Adjusted
(in millions)
Net sales $ 800.6
$ —
$ 800.6
$ —
$ 800.6
Cost of goods sold 532.7
—
532.7
—
532.7
Gross profit 267.9
—
267.9
—
267.9
Selling, general and administrative expenses 151.2
—
151.2
—
151.2
Pension settlement 16.6
(16.6 ) —
—
—
Other charges 7.2
(7.2 ) —
—
—
Operating income from continuing operations 92.9
23.8
116.7
—
116.7
Interest expense, net 23.6
—
23.6
—
23.6
Income tax expense 24.2
8.1
32.3
3.5
35.8
Income from continuing operations $ 45.1
$ 15.7
$ 60.8
$ (3.5 ) $ 57.3

~~Table of Contents~~



	Adjusted Net Sales	Adjusted Operating Income from Continuing Operations	Adjusted Income from Continuing Operations	Return on Net Assets
	Adjusted Net Sales	Adjusted Operating Income from Continuing Operations	Adjusted Income from Continuing Operations	Return on Net Assets
	($ in millions)	($ in millions)	($ in millions)	(%)
2017	815.7	121.3	68.5	34.4
2016	800.6	116.7	57.3	34.0


CEO TOTAL TARGET COMPENSATION(2)						OTHER NEOs TOTAL TARGET COMPENSATION(2)


◦	~~We design our compensation programs to mitigate risk.~~


◦	~~We prohibit hedging and pledging of our Common Stock by executives or directors.~~


◦	~~Our executives and directors are subject to stock ownership guidelines.~~


◦	~~We can “clawback” cash- or equity-based compensation paid to executives under certain circumstances.~~



Proposal Three
Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation
			~~DIRECTOR NOMINEES~~ The Board recommends voting on executive compensation ANNUALLY.



Name		Age	Director Since	Independent	Experience	Board Committees⁽¹⁾
	Shirley C. Franklin	72	2010		Executive Chair of Purpose Built Communities, Inc.; former Mayor of Atlanta	Comp; EHS
	Scott Hall	53	2017		President and Chief Executive Officer of Mueller Water Products, Inc.	Exec*
	Thomas J. Hansen	68	2011		Former Vice Chairman of Illinois Tool Works Inc.	Audit; EHS
	Jerry W. Kolb	81	2006		Retired Vice Chairman of Deloitte & Touche LLP	Audit*; Comp; Governance
	Mark J. O’Brien⁽²⁾	74	2006		Former Chairman and Chief Executive Officer of Walter Investment Management Corp.	Exec
	Bernard G. Rethore	76	2006		Chairman Emeritus and former Chief Executive Officer of Flowserve Corporation	Audit; Governance*; Exec
	Lydia W. Thomas	73	2008		Retired President and Chief Executive Officer of Noblis, Inc.	EHS*; Governance
	Michael T. Tokarz	68	2006		Chairman of Tokarz Group, LLC	Comp*; Governance; Exec


~~(1)~~Proposal Four
Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal 2023
			~~Audit = Audit Committee; Comp =~~ The Board recommends a vote FOR this proposal.


			Page
NOTICE OF ANNUAL MEETING			1
LETTER FROM OUR BOARD OF DIRECTORS			2
PROXY SUMMARY			3
ELECTION OF DIRECTORS			14
Proposal One - Election of Ten Directors			14
The Board of Directors			14
Background to Solicitation			26
Board Refreshment/Board Succession Planning			27
Board Composition			27
Director Nomination Process			28
Director Candidate Recommendations			30
Board Tenure Policy			30
The Board’s Role and Responsibilities			30
Overview			30
Board Oversight			30
Management Succession Planning			31
Corporate Governance Policies and Materials			31
Stockholder Engagement			32
Board Structure			32
Board Leadership Structure			32
Director Independence			32
Executive Sessions			33
Board Committee Information			33
Board Practices, Processes and Policies			35
History of Commitment to Good Governance Practices			35
Director Attendance			35
Director, Board and Committee Evaluations			35
Director Orientation and Continuing Education			35
Corporate Governance Guidelines			36
Related Person Transactions			36
Communicating with the Board			37
Director Compensation			37
Annual Retainer			37
Meeting Fees			37
Deferred Compensation			37
Equity-Based Awards			38
Travel Expenses			38
Director Compensation Summary			39
ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION			40
Proposal Two - Advisory Vote to Approve Executive Compensation			40
Compensation Committee Interlocks and Insider Participation			40
Compensation Discussion and Analysis			41
Notable Achievements in Fiscal 2022			41
Highlights of Fiscal 2022 Performance			41
Highlights of 2022 Performance Related to Executive Compensation			42


			Page
Highlights of 2022 Executive Compensation			42
Executive Compensation Program Overview			44
Guiding Principles			44
Peer Group Benchmarking and Total Compensation			44
Compensation Elements			45
Salary			45
Annual Cash Incentive Awards			45
Long-Term Equity-Based Compensation			47
Other Cash and Equity Awards			50
Retirement Benefits			50
Other Benefits			51
Other Factors Considered by the Compensation Committee			52
Risk and Incentive Compensation			52
Tally Sheets			52
Other Compensation Practices and Policies			52
Role of Compensation Consultant in Compensation Decisions			52
Role of Management in Compensation Decisions			53
Income Tax Consequences of Executive Compensation			53
Compensation Recovery (Clawback) Policy			53
Prohibition on Hedging and Pledging			54
Stock Ownership Guidelines			54
Report of the Compensation and Human Resources ~~Committee; EHS = Environment, Health and Safety Committee; Exec = Executive Committee; Governance = Nominating and Corporate Governance~~ Committee

	54
~~(2)~~ Executive Compensation Tables		~~Mr. O’Brien serves as our Lead Director. See “Corporate Governance — Board Operations — Board Leadership Structure”~~ 55
Summary Compensation Table		55
Summary Compensation Table - All Other Compensation		56
Grants of Plan-Based Awards Table		56
Outstanding Equity Awards Table		58
Option Exercises and Stock Vested Table		59
Pension Plan		59
Employment, Severance and Change-in-Control Arrangements		60
Potential Payments Upon Termination or Change-in-Control		61
CEO Pay Ratio Disclosure		62
ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE EXECUTIVE OFFICER COMPENSATION		62
Proposal Three - Advisory Vote on the Frequency of the Advisory Vote to Approve Executive Compensation		62
RATIFICATION OF APPOINTMENT OF REGISTERED PUBLIC ACCOUNTING FIRM		63
Proposal Four - Ratification of the Appointment of Our Independent Registered Public Accounting Firm for ~~more information.~~Fiscal 2023		63
Fees and Services of the Independent Registered Public Accounting Firm		63
Audit Fees and Other Fees		63
Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm		63
Report of the Audit Committee		64
Committee Composition and Skills		64
Meetings		64
Responsibilities of the Audit Committee, Management and the Independent Auditor		64
Audited Consolidated Financial Statements		65
BENEFICIAL OWNERSHIP OF COMMON STOCK		66
Delinquent Section 16(a) Reports		67
QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING		68
GENERAL INFORMATION		72
EXHIBIT A - RECONCILIATION OF NON-GAAP PERFORMANCE MEASURES TO GAAP PERFORMANCE MEASURES		73



	2017		2016
Audit fees⁽¹⁾	$	2.4	$	2.5
Audit-related fees	—		0.1
Tax fees	0.4		0.1
Total fees	$	2.8	$	2.7

Fiscal 2017 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Name	Annual Retainer ($)⁽¹⁾	Meeting Fees ($)	Total ($)	Stock Awards ($)⁽²⁾	All Other Compensation ($)	Total ($)
Shirley C. Franklin	55,000	31,500	86,500	89,989	—	176,489
Thomas J. Hansen	55,000	39,000	94,000	89,989	—	183,989
Jerry W. Kolb	70,000	54,000	124,000	89,989	—	213,989
Joseph B. Leonard⁽³⁾	13,750	21,000	34,750	89,989	—	124,739
Mark J. O’Brien	105,000	18,000	123,000	89,989	—	212,989
Bernard G. Rethore	62,500	51,000	113,500	89,989	—	203,489
Lydia W. Thomas	62,500	34,500	97,000	89,989	—	186,989
Michael T. Tokarz ⁽⁴⁾	70,000	42,000	112,000	89,989	20,674	222,663



	Option Awards				Stock Awards
Name⁽¹⁾	Number of Securities Underlying Options (#)				Number of Shares or Units of Stock That Have Not Vested (#)
	Number of Securities Underlying Options (#)
	Exercisable		Unexercisable
Franklin		65,796		—		6,612
Hansen		58,999		—		6,612
Thomas		79,724		—		6,612
Kolb		55,084		—		6,612
O’Brien		89,425		—		6,612
Rethore		33,025		—		6,612
Tokarz		89,425		—		6,612



Name	Annual Salary Rate at September 30, 2017 ($)	Annual Salary Rate at September 30, 2016 ($)
Gregory E. Hyland	1,000,000	900,000
Scott Hall	750,000	N/A
Evan L. Hart	418,000	405,300
Keith L. Belknap	443,500	430,500
Gregory E. Rogowski	446,000	433,000
Marietta Edmunds Zakas	357,000	341,900

Performance Targets and Results

			Results Required to Achieve Bonus ($ in millions, except for percentages)				2017 Actual Results ($ in millions)		Actual 2017 Payout Factor (% of Target Bonus) unweighted
		Weight (% of Target Bonus)
Name	Metric	Weight (% of Target Bonus)	Threshold (0%)		Target (100%)	Maximum (200%)
Gregory E. Hyland	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Scott Hall	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Evan L. Hart	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3
Keith L. Belknap	Adjusted Income from Continuing Operations	55	52.7		65.8	79.0	68.5		120.4
Keith L. Belknap	Technologies Adjusted Operating Income (Loss)	35	(5.0	)	0	5.0	(9.7	)	0
	EHS	10	—		—	—	—		75.0
Gregory S. Rogowski	Infrastructure Adjusted Operating Income	40	138.4		173.0	207.6	166.2		80.2
	Infrastructure Adjusted Net Sales	25	715.7		753.0	790.6	729.6		37.1
	Adjusted Income from Continuing Operations	25	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		137.0
Marietta Edmunds Zakas	Adjusted Income from Continuing Operations	90	52.7		65.8	79.0	68.5		120.4
	EHS	10	—		—	—	—		128.3

PRSU Settlements

	Shares Earned
Name	Fiscal 2015⁽¹⁾ (#)	Fiscal 2016⁽¹⁾ (#)	Fiscal 2017 (#)	Total Shares Issued (#)
Gregory E. Hyland	0	34,798	34,083	68,881
Evan L. Hart	0	9,795	9,594	19,389
Keith L. Belknap	0	6,959	6,816	13,775
Gregory E. Rogowski	0	9,395	9,202	18,597
Marietta Edmunds Zakas	0	4,697	4,601	9,298



Name and Principal Position⁽¹⁾	Fiscal Year	Salary⁽²⁾ ($)	Bonus⁽³⁾ ($)	Stock Awards⁽⁴⁾ ($)	Non-Equity Incentive Plan Compensation⁽⁵⁾ ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽⁶⁾ ($)	All Other Compensation⁽⁷⁾ ($)	Total ($)
Gregory E. Hyland Executive Chairman, Former President and Chief Executive Officer	2017	968,403	—	2,256,468	365,674	19,754	49,624	3,659,923
	2016	900,000	27,000	2,020,011	1,160,658	17,669	53,791	4,179,129
	2015	900,000	27,000	2,248,099	280,485	19,044	51,122	3,525,750
Scott Hall President and Chief Executive Officer	2017	518,229	—	1,657,694	908,925	—	108,195	3,193,043


Evan L. Hart Senior Vice President and Chief Financial Officer	2017	413,767	—	641,505	376,083	—	32,035	1,463,390
	2016	401,367	—	573,278	388,208	—	31,801	1,394,654
	2015	389,673	—	652,443	96,560	—	31,769	1,170,445
Keith L. Belknap Executive Vice President, Business Development, General Counsel and Chief Compliance Officer	2017	439,167	—	541,499	226,627	—	40,295	1,247,588
	2016	427,000	—	470,670	302,454	—	37,198	1,237,322
	2015	385,760	—	703,181	89,218	—	38,787	1,216,946
Gregory S. Rogowski Executive Vice President, Sales and Marketing	2017	441,667	—	632,914	282,075	—	37,372	1,394,028
	2016	429,500	—	552,069	389,614	—	37,226	1,408,409
	2015	418,382	—	631,719	196,283	—	34,005	1,280,389
Marietta Edmunds Zakas	2017	351,967	60,000	393,623	255,929	—	36,883	1,098,402
Executive Vice President, Strategy, Corporate Development and Communications	2016	338,567	145,000	271,111	261,973	—	36,612	1,053,263



Name	Vehicle Allowance or Use of Leased Vehicle ($)	Financial Planning ⁽¹⁾ ($)	Contributions to 401(k) Plans ($)	Life and Long-Term Disability Insurance ($)	Other⁽²⁾ ($)	Total ($)
Gregory E. Hyland	14,000	2,825	10,800	18,999	3,000	49,624
Scott Hall	17,000	—	10,800	3,739	76,656	108,195
Evan L. Hart	18,000	—	10,800	3,235	—	32,035
Keith L. Belknap	18,000	2,100	10,800	6,395	3,000	40,295
Gregory S. Rogowski	18,000	—	10,800	5,524	3,048	37,372
Marietta Edmunds Zakas	14,400	7,500	10,800	4,183	—	36,883



Fiscal 2017 Grants of Plan-Based Awards Table
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾			Estimated Future Issuance of Shares Under Equity Incentive Plans ⁽²⁾			All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	All Other Stock-Based Awards (#) ⁽³⁾	Grant Date Fair Value of Stock-Based Awards ($) ⁽⁴⁾
Gregory E. Hyland			—	301,736	603,472
	11/29/2016								75,414	999,990
	11/29/2016	₍₅₎				12,569	25,138	50,276		333,330
	12/1/2015	₍₅₎				17,768	35,536	71,072		471,207
	12/2/2014	₍₅₎				17,041	34,083	68,166		451,941
Scott Hall			—	750,000	1,500,000
	3/29/2017								56,069	657,689
	1/23/2017								57,034	749,997
	1/23/2017	₍₅₎				9,506	19,012	38,024		250,008
Evan L. Hart			—	310,325	620,650
	11/29/2016								21,493	284,997
	11/29/2016	₍₅₎				3,582	7,164	14,328		94,995
	12/1/2015	₍₅₎				5,064	10,128	20,256		134,297
	12/2/2014	₍₅₎				4,797	9,594	19,188		127,216
Keith L. Belknap			—	307,417	614,834
	11/29/2016								18,853	249,991
	11/29/2016	₍₅₎				3,142	6,284	12,568		83,326
	12/1/2015	₍₅₎				4,442	8,884	17,768		117,802
	12/2/2014	₍₅₎				3,408	6,816	13,632		90,380
Gregory S. Rogowski			—	331,250	662,500
	11/29/2016								21,568	285,992
	11/29/2016	₍₅₎				3,594	7,189	14,378		95,326
	12/1/2015	₍₅₎				4,886	9,772	19,544		129,577
	12/2/2014	₍₅₎				4,601	9,202	18,404		122,019
Marietta Edmunds Zakas			—	211,180	422,360
	11/29/2016								15,082	199,987
	11/29/2016	₍₅₎				2,513	5,027	10,054		66,658
	12/1/2015	₍₅₎				2,487	4,975	9,950		65,969
	12/2/2014	₍₅₎				2,300	4,601	9,202		61,009



Name	Base Salary Rate⁽¹⁾ ($)	Annual Target Bonus as Percent of Base Salary⁽²⁾ (%)	Monthly Car Allowance ($)	Annual Vacation	Severance Benefits as Percent of Salary⁽³⁾ (%)
Gregory E. Hyland⁽⁴⁾	1,000,000	N/A	—	4 weeks	N/A
Scott Hall	750,000	100	2,000	4 weeks	300.0
Evan L. Hart	418,000	75	1,500	4 weeks	262.5
Keith L. Belknap	443,500	70	1,500	4 weeks	240.0
Gregory S. Rogowski	446,000	75	1,500	4 weeks	262.5
Marietta Edmunds Zakas	357,000	60	1,200	4 weeks	225.0

Reconciliation of Non-GAAP Performance Measures to GAAP Performance Measures

2017
	GAAP		Reporting Adjustments			Adjusted Non-GAAP As Reported		Singer Valve and Other			Performance Evaluation Basis - Adjusted
(in millions)
Net sales	$	826.0	$	—		$	826.0	$	(10.3	)	$	815.7
Cost of goods sold	558.5		(10.8		)	547.7		(5.7		)	542.0
Gross profit	267.5		10.8			278.3		(4.6		)	273.7
Selling, general and administrative expenses	156.4		—			156.4		(4.0		)	152.4
Other charges	10.4		(10.4		)	—		—			—
Operating income from continuing operations	100.7		21.2			121.9		(0.6		)	121.3
Interest expense, net	22.2		—			22.2		—			22.2
Income tax expense	24.2		4.3			28.5		2.1			30.6
Income from continuing operations	$	54.3	$	16.9		$	71.2	$	(2.7	)	$	68.5


2016
	GAAP		Reporting Adjustments			Adjusted Non-GAAP As Reported		Adjust to Performance Plan Tax Rate			Performance Evaluation Basis - Adjusted
(in millions)
Net sales	$	800.6	$	—		$	800.6	$	—		$	800.6
Cost of goods sold	532.7		—			532.7		—			532.7
Gross profit	267.9		—			267.9		—			267.9
Selling, general and administrative expenses	151.2		—			151.2		—			151.2
Pension settlement	16.6		(16.6		)	—		—			—
Other charges	7.2		(7.2		)	—		—			—
Operating income from continuing operations	92.9		23.8			116.7		—			116.7
Interest expense, net	23.6		—			23.6		—			23.6
Income tax expense	24.2		8.1			32.3		3.5			35.8
Income from continuing operations	$	45.1	$	15.7		$	60.8	$	(3.5	)	$	57.3