Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2020, Xylem Inc. (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). There were 155,678,414 shares of the Company's common stock represented at the Annual Meeting in person or by proxy, constituting 86.52% of the Company's outstanding common stock on March 16, 2020, the record date. The final voting results for each item voted on at the Annual Meeting are set forth below:


    1.  Proposal One: Election of Ten Directors. The following nominees were
        elected to serve as directors of the Company for a one-year term:


                                                                   BROKER
NOMINEE                   FOR           AGAINST      ABSTENTIONS   NON-VOTES
Jeanne Beliveau-Dunn      142,253,858   1,766,086    135,050       11,523,420
Patrick K. Decker         142,435,192   1,144,057    575,745       11,523,420
Robert F. Friel           131,330,767   12,657,052   167,175       11,523,420
Jorge M. Gomez            135,429,154   8,559,011    166,829       11,523,420

Victoria D. Harker 131,641,621 11,143,483 1,369,890 11,523,420 Sten E. Jakobsson 135,394,138 8,596,535 164,321 11,523,420 Steven R. Loranger 140,607,916 3,385,463 161,615 11,523,420 Surya N. Mohapatra, Ph.D. 142,315,055 1,683,912 156,027 11,523,420 Jerome A. Peribere 141,802,219 2,195,186 157,589 11,523,420 Markos I. Tambakeras 135,507,133 8,471,660 176,201 11,523,420





    2.  Proposal Two: Ratification of Appointment of the Independent Registered
        Public Accounting Firm. Shareholders ratified the appointment of Deloitte
        & Touche LLP as the Company's independent registered public accounting
        firm for 2020:


FOR           AGAINST     ABSTENTIONS
153,534,581   1,607,892   535,941



    3.  Proposal Three: Advisory Vote on Named Executive Compensation.
        Shareholders approved a resolution approving, on an advisory basis, the
        compensation paid to the Company's named executive officers as described
        in the Company's 2020 proxy statement.


FOR           AGAINST      ABSTENTIONS   BROKER NON-VOTES
130,649,951   12,456,292   1,048,751     11,523,420



    4.  Proposal Four: Shareholder Proposal - Special Shareholder Meeting
        Improvement.  The shareholder proposal did not obtain approval because it
        did not receive the affirmative vote of a majority of the outstanding
        shares entitled to vote on the proposal:


FOR          AGAINST      ABSTENTIONS   BROKER NON-VOTES
59,746,596   84,071,388   337,010       11,523,420

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




Item 8.01 Other Events

In light of the uncertainty created by the coronavirus pandemic, on May 12, 2020 the Leadership Development and Compensation Committee ("Committee") of the Board of Directors ("Board") approved a temporary 20 percent reduction in the base salary of the Company's Chief Executive Officer ("CEO") and all direct reports to the CEO. This temporary reduction will be effective June 1, 2020 through December 31, 2020, with the full base salaries automatically reinstated effective January 1, 2021.

Further, on May 14, 2020 the Board, upon recommendation of the Committee, approved a temporary 20 percent reduction of the annual cash retainer fees payable to non-employee directors, including the additional cash retainer fee for service as Board Chair or chair of a committee, as applicable. This temporary reduction will apply to cash retainer fees payable for service during the period June 1, 2020 through December 31, 2020.

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

© Edgar Online, source Glimpses