Mueller Water Products, Inc.

Regulatory Filings • Feb 9, 2023

UNITED STATES

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): February 7, 2023

MUELLER WATER PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32892	20-3547095
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1200 Abernathy Road N.E.

Suite 1200

Atlanta , Georgia 30328

(Address of Principal Executive Offices)

(770) 206-4200

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

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:

☐	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
Common stock, par value $0.01 per share	MWA	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 5.07. Submission of Matters to a Vote of Security Holders.

Mueller Water Products, Inc. (the "Company") held its annual meeting of stockholders on February 7, 2023. The stockholders of the Company voted on the following four items:

1.	The election of ten directors to terms ending in 2024.
2.	An advisory resolution on the compensation of the Company’s named executive officers.
3.	An advisory resolution on the frequency of the stockholder vote on executive compensation.
4.	The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023.

Proposal 1. Each of the directors listed below was re-elected as a director of the Company. The nominees for director were elected based on the following votes.

Director	Votes For	Votes Against	Abstentions	Broker Non-Votes
Shirley C. Franklin	128,755,672	8,223,934	23,630	7,902,833
J. Scott Hall	134,994,526	1,981,686	27,023	7,902,833
Thomas J. Hansen	133,562,422	3,312,135	128,679	7,902,833
Mark J. O'Brien	125,458,282	11,517,971	26,982	7,902,833
Christine Ortiz	134,739,495	2,235,877	27,864	7,902,833
Jeffery S. Sharritts	136,440,475	432,030	130,732	7,902,833
Brian L. Slobodow	136,431,788	539,789	31,659	7,902,833
Lydia W. Thomas	123,523,114	13,354,573	125,549	7,902,833
Michael T. Tokarz	121,937,172	15,036,082	29,982	7,902,833
Stephen C. Van Arsdell	136,531,035	443,709	28,492	7,902,833

Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers received the following votes.

Votes for approval	125,763,471
Votes against approval	9,550,377
Abstentions	1,689,388
Broker Non-Votes	7,902,833

Proposal 3. The proposal to recommend, on an advisory basis, the frequency of the stockholder vote on compensation of the Company’s named executive officers received the following votes.

Votes for each year	129,714,147
Votes for every two years	41,273
Votes for every three years	7,202,069
Abstentions	45,747
Broker Non-Votes	7,902,833

Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 received the following votes.

Votes for approval	137,893,652
Votes against approval	6,969,757
Abstentions	42,659

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 9, 2023
By:	/s/ Steven S. Heinrichs
	Steven S. Heinrichs
	Executive Vice President, Chief Legal and Compliance Officer and Secretary