As filed with the Securities and Exchange Commission on November 18, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Xylem Inc.
(Exact name of registrant as specified in its charter)
| Indiana | 45-2080495 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
301 Water Street SE
Washington, DC 20003
(Address of Principal Executive Offices, Zip Code)
Xylem 2011 Omnibus Incentive Plan
(Full title of the plan)
Dorothy G. Capers
Senior Vice President, General Counsel
Xylem Inc.
301 Water Street SE
Washington, DC 20003
(202) 869-9150
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Sean C. Feller, Esq.
Gibson, Dunn & Crutcher LLP
2029 Century Park East
Los Angeles, CA 90067-3026
Telephone: (310) 551-8746
Facsimile: (310) 552-7033
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Xylem Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 3,200,000 shares of its common stock, par value $0.01 per share (“Common Stock”), issuable under the Xylem 2011 Omnibus Incentive Plan (as amended and restated, the “Plan”), which shares are in addition to the 18,000,000 shares of Common Stock registered on the Registrant’s Form S-8 (the “Prior Registration Statement”) filed on October 28, 2011 (File No. 333-177607) with respect to the Plan.
As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Registration Statement, including all exhibits filed therewith or incorporated therein by reference, to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| * | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the District of Columbia on November 18, 2022.
| XYLEM INC. | ||
| By: | /s/ Patrick K. Decker | |
| Name: | Patrick K. Decker | |
| Title: | President and Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick K. Decker, Sandra E. Rowland and Dorothy G. Capers his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorney-in-fact and agent or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
Signature | Title | Date | ||
/s/ Patrick K. Decker | President and Chief Executive Officer - Director | November 18, 2022 | ||
| Patrick K. Decker | (Principal Executive Officer) | |||
/s/ Sandra E. Rowland | Senior Vice President and Chief Financial Officer | November 18, 2022 | ||
| Sandra E. Rowland | (Principal Financial and Accounting Officer) | |||
/s/ Robert F. Friel | Chairman | November 18, 2022 | ||
| Robert F. Friel | ||||
/s/ Jeanne Beliveau-Dunn | Director | November 18, 2022 | ||
| Jeanne Beliveau-Dunn | ||||
/s/ Victoria D. Harker | Director | November 18, 2022 | ||
| Victoria D. Harker | ||||
/s/ Steven R. Loranger | Director | November 18, 2022 | ||
| Steven R. Loranger | ||||
/s/ Mark D. Morelli | Director | November 18, 2022 | ||
| Mark D. Morelli | ||||
/s/ Jerome A. Peribere | Director | November 18, 2022 | ||
| Jerome A. Peribere | ||||
/s/ Markos I. Tambakeras | Director | November 18, 2022 | ||
| Markos I. Tambakeras | ||||
/s/ Lila Tretikov | Director | November 18, 2022 | ||
| Lila Tretikov | ||||
/s/ Uday Yadav | Director | November 18, 2022 | ||
| Uday Yadav | ||||
