UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): January 28, 2015
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | 0001-32892 | 20-3547095 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1200 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(770) 206-4200
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Mueller Water Products, Inc. (the "Company") held its annual meeting of stockholders on January 28, 2015. The stockholders of the Company voted on the following three items:
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| | 1. | The election of ten directors to terms ending in 2016. |
| | 2. | An advisory resolution on the compensation of the Company's named executive officers. |
| | 3. | The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2015. |
Proposal 1. Each of the directors listed below was re-elected as a director of the Company. The nominees for director were elected based on the following votes.
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| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Shirley C. Franklin | | 126,213,717 |
| | 989,442 |
| | 17,936,863 |
| Thomas J. Hansen | | 126,255,657 |
| | 947,502 |
| | 17,936,863 |
| Gregory E. Hyland | | 116,573,495 |
| | 10,629,664 |
| | 17,936,863 |
| Jerry W. Kolb | | 126,852,874 |
| | 350,285 |
| | 17,936,863 |
| Joseph B. Leonard | | 126,871,425 |
| | 331,734 |
| | 17,936,863 |
| Mark J. O'Brien | | 126,231,263 |
| | 971,896 |
| | 17,936,863 |
| Bernard G. Rethore | | 126,862,202 |
| | 340,957 |
| | 17,936,863 |
| Neil A. Springer | | 126,872,379 |
| | 330,780 |
| | 17,936,863 |
| Lydia W. Thomas | | 126,238,306 |
| | 964,853 |
| | 17,936,863 |
| Michael T. Tokarz | | 92,313,923 |
| | 34,889,236 |
| | 17,936,863 |
Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes.
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| Votes for approval | | 124,915,210 |
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| Votes against approval | | 2,029,007 |
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| Abstentions | | 258,941 |
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| Broker Non-Votes | | 17,936,863 |
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Proposal 3. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2015 received the following votes.
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| Votes for approval | | 143,552,527 |
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| Votes against approval | | 1,439,548 |
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| Abstentions | | 147,947 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: January 29, 2015 | MUELLER WATER PRODUCTS, INC. |
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| | By: | /s/ Keith L. Belknap | |
| | | Keith L. Belknap |
| | | Senior Vice President, General Counsel and Corporate Secretary |
