Item 7.01 Regulation FD Disclosure
On June 8, 2021, Patrick K. Decker, President and Chief Executive Officer of
Xylem Inc. (the "Company"), entered into a pre-arranged trading plan (the
"Plan") in accordance with Rule 10b5-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the Company's policies, including
those with respect to insider trading and stock ownership. The Plan is part of
Mr. Decker's individual long-term asset diversification and financial planning
strategy.
Sales under the Plan may take place periodically from July 8, 2021 through
July 8, 2022 at prevailing market prices for the Company's common stock, subject
to minimum price thresholds specified in the Plan. Under the terms of the Plan,
Mr. Decker may sell up to an aggregate of 193,048 shares of the Company's common
stock, comprised of 165,584 shares to be acquired through the exercise of
fully-vested stock options and 27,464 shares related to fully-vested restricted
stock units and performance stock units.
Mr. Decker is subject to the Company's executive stock ownership guidelines,
under which he is required to hold vested shares and options valued at least
five times his annual base salary. Mr. Decker currently exceeds the required
level of stock ownership, and assuming consummation of all of the proposed sales
under the Plan, he would continue to beneficially own more than 840,000 shares
of Company stock, which is well in excess of the required level of stock
ownership.
Any sales executed in accordance with the Plan will be disclosed publicly
through one or more Form 4 filings with the Securities and Exchange Commission.
The information in this Item 7.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act or otherwise subject to the liabilities of such section. Such
information shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, as amended,
except as expressly set forth by specific reference in such filing.
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