DEFA14A 1 xyl-defa14a_20220511.htm DEFA14A

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ | Preliminary Proxy Statement
☐ | Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ | Definitive Proxy Statement
☒ | Definitive Additional Materials
☐ | Soliciting Material Pursuant Under §240.14a-12

Xylem Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ | No fee required.
☐ | Fee paid previously with preliminary materials.
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-69(i)(1) and 0-11

Your Vote Counts! XYLEM INC. 2022 Annual Meeting Vote by May 11, 2022 11:59 PM ET. For shares held in a Xylem employee retirement savings plan, Vote by May 9, 2022 11:59 PM ET. XYLEM INC. 1 INTERNATIONAL DRIVE RYE BROOK, NEW YORK 10573 D72131-P68192-Z81969 You invested in XYLEM INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held virtually on May 12, 2022. Get informed before you vote You can view the 2022 Notice and Proxy Statement and 2021 Annual Report on Form 10-K online OR you can receive a free paper or email copy of the materials by requesting prior to April 28, 2022. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit www.ProxyVote.com Control # Vote Virtually at the Meeting* May 12, 2022 11:00 a.m. (ET) Smartphone users Point your camera here and vote without entering a control number Virtually at: www.virtualshareholdermeeting.com/XYL2022 *To vote your shares during the virtual Annual Meeting, you will need your unique control number indicated above. Please check the meeting materials for more information, including any special requirements for meeting attendance. V1.1

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming virtual annual shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Board Recommends Voting Items 1. Election of eleven members of the Xylem Inc. Board of Directors. Nominees: For 1a. Jeanne Beliveau-Dunn 1b. Patrick K. Decker For 1c. Robert F. Friel For 1d. Jorge M. Gomez For 1e. Victoria D. Harker For 1f. Steven R. Loranger For 1g. Mark D. Morelli For 1h. Jerome A. Peribere For 1i. Markos I. Tambakeras For 1j. Lila Tretikov For 1k. Uday Yadav For 2. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. For 3. Advisory vote to approve the compensation of our named executive officers. For Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”. D72132-P68192-Z81969