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): February 7, 2023
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter) | | | | | | | | |
| Delaware | 001-32892 | 20-3547095 |
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1200 Abernathy Road N.E.
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: | | | | | | | | |
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | MWA | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
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| Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.07. Submission of Matters to a Vote of Security Holders.
Mueller Water Products, Inc. (the "Company") held its annual meeting of stockholders on February 7, 2023. The stockholders of the Company voted on the following four items:
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| 1. | The election of ten directors to terms ending in 2024. |
| 2. | An advisory resolution on the compensation of the Company’s named executive officers. |
| 3. | An advisory resolution on the frequency of the stockholder vote on executive compensation. |
| 4. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023. |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Shirley C. Franklin | | 128,755,672 | | 8,223,934 | | 23,630 | | 7,902,833 |
| J. Scott Hall | | 134,994,526 | | 1,981,686 | | 27,023 | | 7,902,833 |
| Thomas J. Hansen | | 133,562,422 | | 3,312,135 | | 128,679 | | 7,902,833 |
| Mark J. O'Brien | | 125,458,282 | | 11,517,971 | | 26,982 | | 7,902,833 |
| Christine Ortiz | | 134,739,495 | | 2,235,877 | | 27,864 | | 7,902,833 |
| Jeffery S. Sharritts | | 136,440,475 | | 432,030 | | 130,732 | | 7,902,833 |
| Brian L. Slobodow | | 136,431,788 | | 539,789 | | 31,659 | | 7,902,833 |
| Lydia W. Thomas | | 123,523,114 | | 13,354,573 | | 125,549 | | 7,902,833 |
| Michael T. Tokarz | | 121,937,172 | | 15,036,082 | | 29,982 | | 7,902,833 |
| Stephen C. Van Arsdell | | 136,531,035 | | 443,709 | | 28,492 | | 7,902,833 |
Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers received the following votes.
| | | | | |
| Votes for approval | 125,763,471 | |
| Votes against approval | 9,550,377 | |
| Abstentions | 1,689,388 | |
| Broker Non-Votes | 7,902,833 | |
Proposal 3. The proposal to recommend, on an advisory basis, the frequency of the stockholder vote on compensation of the Company’s named executive officers received the following votes.
| | | | | |
| Votes for each year | 129,714,147 | |
| Votes for every two years | 41,273 | |
| Votes for every three years | 7,202,069 | |
| Abstentions | 45,747 | |
| Broker Non-Votes | 7,902,833 | |
Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 received the following votes.
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| Votes for approval | 137,893,652 | |
| Votes against approval | 6,969,757 | |
| Abstentions | 42,659 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. | | | | | |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: February 9, 2023 | MUELLER WATER PRODUCTS, INC. |
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| | By: | /s/ Steven S. Heinrichs | |
| | | Steven S. Heinrichs |
| | | Executive Vice President, Chief Legal and Compliance Officer and Secretary |
