Thank you for standing by, and welcome to the Xylem annual meeting. I will now turn the call over to Robert Friel.
Good morning, everyone. It is 8:00 A.M., and the shareholders' meeting will now come to order. I am Robert Friel, and I am the Chair of the Board of Directors of Xylem Inc. On behalf of the board and over 23,000 company employees, I want to welcome you to the 2025 annual meeting.
I would also like to acknowledge the board members participating in the meeting this morning: Matthew Pine, Xylem's President and CEO; Earl Ellis, Executive Vice President and Chief Financial Officer of ABM Industries Inc; Lisa Glatch, former President of L&G and Net Zero Solutions, and Chief Sustainability Officer for Sempra Infrastructure; Victoria Harker, former Chief Financial Officer of Tegna Inc; Mark Morelli, President and CEO of Avant Air Corporation; Jerome Peribere, former President and CEO of Sealed Air Corporation; Lila Tretikov, Partner, Head of Artificial Intelligence, New Enterprise Associates; and Uday Yadav, Chief Executive Officer of TK Elevator. It is a pleasure to serve as Chair of this distinguished board of highly qualified and seasoned leaders. Each brings decades of experience and a unique business perspective to the oversight role at Xylem.
I'd also like to recognize the members of Xylem's leadership team, in addition to Matthew Pine, who are participating this morning: Claudia Toussaint, Acting General Counsel, and Kelly O'Shea, Corporate Secretary. The agenda for the meeting can be found in the meeting materials section in the lower area of the meeting website. Under meeting materials, you will also find the rules of procedure for this meeting. To conduct an orderly meeting, we ask that participants abide by these rules. All shareholders participating today will have an opportunity to submit questions by entering them in the question box on the meeting page denoted by the header "Ask a Question," and then clicking the submit button. After we address the official business of this meeting, I will again introduce our CEO, Matthew Pine, and he will provide remarks on how Xylem is well-positioned to respond to the world's most challenging water needs.
Following Matthew's comments, we will answer as many pertinent questions as we have time to address. Kelly O'Shea, Xylem's Corporate Secretary, will now discuss the record date and quorum for the meeting. Kelly, could you please proceed?
Ladies and gentlemen, this is the operator. There has been a slight delay. Please wait one moment.
Yeah.
I like to step back in.
Okay, here we go. Okay, dial in with a moment.
Again, ladies and gentlemen, there has been a slight delay.
Operator? This is Xylem.
We now have Kelly back online.
Thank you, operator. Mr. Chair, are we prepared to proceed?
Yes.
Okay. Thank you. I will now proceed with the quorum for the meeting. The Board of Directors has appointed James Raitt of American Election Services and Gary Ross as our inspectors of election to supervise the voting by proxy and ballot at this meeting. The inspectors are on the line. As noted in the notice and proxy statement provided to all shareholders, the record date for voting at this meeting was the close of business on March 17, 2025. The list of registered shareholders as of the record date is available for review by shareholders that entered their control numbers prior to joining the meeting. This list can be accessed on the meeting website by clicking the link to registered shareholders list and completing the attestation. The inspectors of election also have the affidavit of distribution from Broadridge Financial Services, which confirms the distribution of proxy materials for this meeting.
Approximately 88.7% of the shares outstanding and entitled to vote as of the record date are now present at the meeting, either virtually or by proxy. This represents the quorum.
We will now turn to the four official items of business that have been properly brought before the meeting. Each item is described in Xylem's 2025 proxy statement. Please note that shareholders may vote at any time until the closing of the polls by clicking the blue "Vote Here" button on the meeting page. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Following submission of all the proposals, we will welcome any pertinent questions shareholders may have about our director nominees or any of the other proposals.
Proposal 1, election of directors. The first item of business is the election of nine directors of the company. The following individuals are hereby nominated to serve as directors of Xylem for a one-year term expiring in 2026 or until their earlier retirement or resignation: Earl R. Ellis, Robert F. Friel, Lisa Glatch, Victoria D. Harker, Mark C. Morelli, Jerome A. Peribere, Matthew F. Pine, Lila Tretikov, Uday Yadav. Proposal 2, ratification of Deloitte & Touche, LLP. The Audit Committee of the board has appointed Deloitte & Touche, LLP as the company's independent registered public accounting firm for 2025. This appointment is subject to the ratification of Xylem's shareholders. Deloitte representatives are participating in the meeting today. On behalf of the Board of Directors, I offer the following resolution: Resolve that the shareholders of Xylem Inc.
hereby ratify the Audit Committee's appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for 2025. Proposal 3, advisory vote to approve named executive officers' compensation. On behalf of the Board of D irectors, I offer the following resolution: That the compensation paid to the company's named executive officers, as disclosed in the proxy statement, including the compensation discussion and analysis, compensation tables, and the narrative discussion, is hereby approved. Proposal number 4, shareholder proposal to lower the threshold for shareholders to call special meetings from 25% to 10% of company stock. The company received timely notice of this proposal, which was included in the proxy statement together with the proponent's supporting statement and the board's recommendation against this proposal. The proposal requests to lower the threshold for shareholders to call special meetings from 25% to 10% of company stock.
The proponent of this proposal will be provided two minutes to make a statement in support of this proposal. Operator, please open the line for the proponent of the proposal. Is the proponent of the proposal on the line?
Hello, this is John Triveden. Proposal 4, special shareholder meeting improvement. Shareholders ask our board to take the steps necessary to amend the governing documents to give the owners a combined 10% of the outstanding common stock the power to call a special shareholder meeting. To make up for a complete lack of a right to act by written consent, we need the right for 10% of shares to call for a special shareholder meeting. Hundreds of major companies provide shareholders with the right to act by written consent. Certain companies that do not provide for a shareholder right to act by written consent have a more reasonable stock ownership threshold to call for a special shareholder meeting. Southwest Airlines is an example of a company that does not provide for a shareholder written consent and yet provides for 10% of shares to call for a special shareholder meeting.
Calling a special shareholder meeting is hardly ever used by shareholders, but the main point of the right to call a special shareholder meeting is that it gives shareholders a plan B option if management is in good faith shareholder engagement. This proposal has consistently received more than 40% support at recent Xylem shareholder meetings. It is important to remember that it took much more Xylem shareholder conviction, based on their merits, to vote for this proposal than to reflexively vote according to the Xylem Board of Directors' instructions. The consistent 40% plus votes likely represent 51% majority votes from those Xylem shareholders who have access to independent proxy voting advice. It's long overdue that companies take action on 50% majority votes from shareholders who have access to independent proxy voting advice.
With the widespread use of online shareholder meetings, it is much easier for Xylem to conduct a special shareholder meeting, and our bylaws thus need to be updated accordingly. Please vote yes to special shareholder meeting improvement, proposal 4.
As you know, the board recommends a vote against this proposal for the reasons set forth in our proxy statement. We now welcome any pertinent questions shareholders may have about our director nominees or any of the other proposals. There appears to be no questions about our director nominees or any other proposals. Polls remain open, and you may vote by clicking the blue "Vote Here" button on the meeting page. We will now pause to give shareholders time to vote. Again, if you have already voted by proxy, you do not need to vote again unless you would like to change your vote. I hereby declare the polls closed. Kelly, would you please report the results of the voting?
The inspectors of election have provided the following preliminary results. Proposal 1, each of the nine director nominees has been elected as a director of Xylem for a one-year term. Proposal 2, with approximately 96.7% of the votes cast in favor of this proposal, the appointment of Deloitte & Touche, LLP as the company's independent registered public accounting firm for 2025 has been ratified by the shareholders of Xylem Inc. Proposal 3, with approximately 87% of the votes cast in favor of this proposal, the shareholders of Xylem Inc have approved, in a non-binding vote, the compensation of our named executive officers as set forth in our 2025 proxy statement. Proposal 4, with approximately 54% of the votes cast against this proposal, a majority of the shareholders of Xylem Inc
who voted at this annual meeting have voted against the shareholder proposal to lower the threshold for shareholders to call special meetings from 25% to 10% of company stock.
As there is no further business to be addressed, I now declare Xylem's 2025 annual meeting of shareholders formally adjourned and all matters before it closed. I would now like to invite our Corporate Secretary, Kelly O'Shea, to provide some introductory comments. Our CEO, Matthew Pine, will then provide a few remarks about Xylem and the company's progress, after which we will have a brief question-and-answer period.
We may make some forward-looking statements on today's webcast, including references to future events or developments that we anticipate will or may occur in the future. These statements are subject to future risks and uncertainties, such as those factors described in Xylem's most recent annual report on Form 10-K and in subsequent reports filed with the SEC, including our Form 10-Q to report results for the period ending March 31st, 2025. Please note that the company undertakes no obligation to update any forward-looking statements publicly to reflect subsequent events or circumstances, and actual events or results could differ materially from those anticipated.
Thank you for being with us today. As you know, Xylem creates value by helping customers deliver and use clean water, treat wastewater, and protect public health in their communities. Whatever the economic or policy environment, the needs we serve are constant, universal, and growing. We are evolving to ensure our company, our customers, and the communities they serve continue to thrive. In the last year, we've aligned our operating model to both purpose and profitability, delivered strong performance alongside sustainability leadership, and strengthened Xylem for long-term growth. At our investor day a year ago now, the leadership team outlined our long-range plan. We committed to a step change in value creation and described how we are simplifying our company and transforming our purpose, culture, and structure. We adopted a simple purpose statement to empower our customers and communities to build a more water-secure world.
We also took the opportunity of combining Xylem and Evoqua to build a new culture formed from the best of both companies. Our high-impact culture is centered on three behaviors: empowered to lead, accountable to deliver, and inspired to innovate. As we increased in scale, we took the necessary steps to decrease our organizational complexity by shifting from a matrix structure to a single management axis or segments. Working on purpose, culture, and structure simultaneously is a lot of change, but we're very proud of the Xylem team for embracing that change. Their commitment is reflected in our results. Our 2024 performance set several new records for Xylem: revenue grew 16% on a reported basis and 6% organically. Net income margins expanded 210 basis points, and EBITDA margins 170 basis points, and earnings per share increased 31%.
The team delivered cost synergies from the Evoqua integration faster than expected, and alongside strong financial performance, we set new goals for Xylem's sustainability performance. Our Q1 2025 results, released earlier this month, are continuing that momentum. Improvements to Xylem's operating model are making our company more profitable, nimble, and resilient. We're focusing resources on technologies that deliver most value to our customers and create the most value for our shareholders. As an example, we took a majority stake to accelerate the expansion of the Xylem View platform with Adreça, and we're optimizing our portfolio, for example, with the divestment of a specialty anodes business that was not aligned to our strategy. Water is at the heart of healthy communities and prosperous economies, yet water is becoming scarcer, water-related natural disasters are on the rise, and new contaminants are threatening public trust and the safety of the water they drink.
Communities and businesses are turning their attention to water security. Xylem is in a privileged position to help with an extraordinary global team doing just that. Simplifying and transforming our company is making it easier for customers to access the water solutions they need. Thank you for your continuing investment and support of the whole Xylem team.
We now will be pleased to answer your questions.
Thank you, Rob. We have a question from a shareholder today who has asked whether tariffs will have a big impact on our profit margins and what is being done to minimize the impact. I think I'd like to ask our CEO, Matthew, to respond to that.
First of all, thank you for your question. As we stated in our Q1 earnings call, we reaffirmed our full-year guidance based on the tariff scheme that was in effect as of April 29. We also included a tariff schedule in our earnings deck that you can reference and have mitigation actions around price and supply chain moves to fully mitigate the costs.
Thank you, Matthew. Rob, it does not appear that there are any other questions that have been posed, so I believe Q&A is complete.
We have now concluded our question-and-answer session. Thank you for attending today's meeting, and thank you for your interest in our company.
This concludes today's meeting. You may now disconnect.