Item 5.03             Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 10, 2022, the Board of Directors (the "Board") of Xylem Inc. (the "Company") adopted and approved the Company's Fifth Amended and Restated By-laws (the "By-laws"), effective as of such date. Among other things, the amendments reflected in the By-laws:



•Update certain procedural mechanics and disclosure requirements in connection
with shareholder nominations of directors and submissions of proposals regarding
business at shareholder meetings (other than proposals to be included in the
Company's proxy materials pursuant to Rule 14a-8 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), including by requiring:
•any shareholder submitting a proposal to amend the Company's by-laws to include
the text of the proposed amendment;
•any shareholder submitting a proposal or a nomination to disclose any plans or
proposal that such shareholder may have with respect to securities of the
Company; and
•any shareholder submitting a nomination to confirm whether any solicitation by
such shareholder is an exempt solicitation and, in all other cases (other than
nominations pursuant to the Company's proxy access by-laws) to (i) confirm that,
in accordance with Rule 14a-19 under the Exchange Act ("Rule 14a-19"), such
shareholder will deliver proxy materials to shareholders representing at least
67% of the voting power of shares entitled to vote on the election of directors
(including beneficial owners), and (ii) make a representation that such
shareholder will provide the Company with documents evidencing that it has
solicited proxies from shareholders with the requisite voting power in
compliance with Rule 14a-19.
•Require that a shareholder directly or indirectly soliciting proxies from other
shareholders use a proxy card color other than white.
•Remove a by-law on political activities that is addressed in the Company's
policies.
•Make other ministerial, clarifying and conforming changes, including changes in
furtherance of gender neutrality.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.




Item 9.01   Financial Statements and Exhibits



(d) Exhibits.
Exhibit No.      Description

           3.1   Fifth Amended and Restated By-laws of Xylem Inc.
           104.0 The cover page from Xylem Inc.'s Form 8-K, formatted in Inline XBRL.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses