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): May 11, 2022
WATTS WATER TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 001-11499 | | 04-2916536 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
815 Chestnut Street, North Andover, Massachusetts 01845
(Address of Principal Executive Offices) (Zip Code)
(978) 688-1811
(Registrant’s telephone number, including area code)
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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 |
| Class A Common Stock, par value $0.10 per share | WTS | New York Stock Exchange |
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).
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 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Third Amended and Restated 2004 Stock Incentive Plan
At the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) of Watts Water Technologies, Inc. (the “Company”) held on Wednesday, May 11, 2022, the Company’s stockholders approved the Watts Water Technologies, Inc. Third Amended and Restated 2004 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan became effective upon approval by the Company’s stockholders. The provisions of the Stock Incentive Plan are described in the proxy statement for the 2022 Annual Meeting and related supplement under “Proposal 3 - Approval of the Watts Water Technologies, Inc. Third Amended and Restated 2004 Stock Incentive Plan,” which description is attached hereto as Exhibit 99.1 and incorporated herein by reference. The description of the Stock Incentive Plan is qualified in its entirety by reference to the complete text of the Stock Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) | The 2022 Annual Meeting was held on Wednesday, May 11, 2022. |
| (b) | The results of the voting on the proposals considered at the 2022 Annual Meeting were as follows: |
Proposal 1: Election of Directors
Each of the following nine persons was elected as a Director of the Company for a term expiring at the Company's 2023 Annual Meeting of Stockholders and until such Director's successor is duly elected and qualified.
The voting results were as follows:
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Christopher L. Conway | | 80,146,305 | | 3,425,971 | | 963,347 |
| Michael J. Dubose | | 80,406,526 | | 3,165,750 | | 963,347 |
| David A. Dunbar | | 80,402,515 | | 3,169,761 | | 963,347 |
| Louise K. Goeser | | 80,509,963 | | 3,062,313 | | 963,347 |
| W. Craig Kissel | | 78,650,019 | | 4,922,257 | | 963,347 |
| Joseph T. Noonan | | 83,066,627 | | 505,649 | | 963,347 |
| Robert J. Pagano, Jr. | | 82,288,553 | | 1,283,823 | | 963,347 |
| Merilee Raines | | 80,086,644 | | 3,485,632 | | 963,347 |
| Joseph W. Reitmeier | | 80,453,769 | | 3,118,507 | | 963,347 |
Proposal 2: Advisory Vote on Named Executive Officer Compensation
The results of the non-binding advisory vote on the compensation paid to the Company’s named executive officers were as follows:
| | Number of votes cast for the proposal: | 82,179,261 | | |
| | Number of votes cast against the proposal: | 1,348,241 | | |
| | Number of abstentions: | 44,774 | | |
| | Number of broker non-votes: | 963,347 | | |
Proposal 2, having received the affirmative vote of the holders of 97.2% of the votes present or represented by proxy and entitled to vote at the 2022 Annual Meeting, was approved on an advisory basis.
Proposal 3: Approval of Third Amended and Restated 2004 Stock Incentive Plan
The results of the vote on the approval of our Third Amended and Restated 2004 Stock Incentive Plan were as follows:
| | Number of votes cast for the proposal: | 82,164,089 | | |
| | Number of votes cast against the proposal: | 1,365,141 | | |
| | Number of abstentions: | 43,046 | | |
| | Number of broker non-votes: | 963,347 | | |
Proposal 3, having received the affirmative vote of the holders of 97.2% of the votes present or represented by proxy and entitled to vote at the 2022 Annual Meeting, was approved.
Proposal 4: Ratification of Independent Registered Public Accounting Firm
The votes regarding the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:
| | Number of votes cast for the proposal: | 82,856,845 | | |
| | Number of votes cast against the proposal: | 1,656,126 | | |
| | Number of abstentions: | 22,652 | | |
| | Number of broker non-votes: | 0 | | |
Proposal 4, having received the affirmative vote of the holders of 98.0% of the votes present or represented by proxy and entitled to vote at the 2022 Annual Meeting, was approved.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 11, 2022 | WATTS WATER TECHNOLOGIES, INC. |
| | | |
| | | |
| | By: | /s/ Kenneth R. Lepage |
| | | Kenneth R. Lepage |
| | | General Counsel, Chief Sustainability Officer & Secretary |
