UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2011
XYLEM INC.
(Exact name of registrant as specified in its charter)
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| Indiana | | 001-35229 | | 45-2080495 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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|
1133 Westchester Avenue, Suite 2000
White Plains, New York | | 10604 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
(914) 323-5700
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Gretchen W. McClain Employment Letter
On October 14, 2011, Xylem Inc. (the “Company”) and Gretchen W. McClain entered into an employment letter (the “Employment Letter”) setting forth the terms and conditions of her employment as President and Chief Executive Officer of the Company effective upon the consummation of the previously announced spin-off of the Company from ITT Corporation (the “Spin-Off”). Pursuant to the letter, Ms. McClain is entitled to a beginning annual base salary of $900,000 and is also eligible for a 2012 target annual incentive equal to 100% of her base salary and a 2012 target long-term incentive compensation opportunity equal to $3,400,000. The letter also provides that Ms. McClain will receive a Founders’ Grant in connection with the Spin-Off composed of nonqualified stock options and restricted stock units with terms set forth in the Employment Letter and having an aggregate value of $5,100,000. If the Company terminates her employment other than for cause (as defined in the Employment Letter) and other than as a result of her death or disability, in any case prior to her normal retirement date, she will, subject to certain conditions and limitations set forth in the Employment Letter, be entitled to severance pay in an amount equal to two times the sum of her then-current annual base salary and target annual incentive payable in installments over 24 months and will also be entitled to receive certain benefits during that time. The description above of the terms and conditions of Ms. McClain’s employment letter with the Company is qualified in its entirety by reference to the Employment Letter, a copy of which is attached hereto as Exhibit 10.1.
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| ITEM 9.01 | | Financial Statements and Exhibits |
(d) Exhibits.
| | | |
| Exhibit | | |
| No. | | Description |
| 10.1 | | Employment Letter dated as of October 4, 2011 and accepted October 14, 2011 between Xylem Inc. and Gretchen W. McClain |
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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| | XYLEM INC.
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| Date: October 20, 2011 | By: | /s/ Frank R. Jimenez | |
| | | Frank R. Jimenez | |
| | | Its: Vice President, General Counsel and
Corporate Secretary
(Authorized Officer of Registrant)
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EXHIBIT INDEX
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| Exhibit | | |
| No. | | Description |
| 10.1 | | Employment Letter dated as of October 4, 2011 and accepted October 14, 2011 between Xylem Inc. and Gretchen W. McClain |
