SEC Comment Letter 0000000000-23-008126 to Xylem Inc. (XYL) (CIK 0001524472) (XYL)
Xylem Inc. (XYL) (CIK 0001524472)
Date: July 28, 2023 · CIK: 0001524472 · Accession: 0000000000-23-008126
AI Filing Summary & Sentiment
File numbers found in text: 001-35229
Letter
United States securities and exchange commission logo July 28, 2023 Patrick Decker Chief Executive Officer Xylem Inc. 301 Water Street SE Washington, DC 20003 Re:Xylem Inc. Definitive Proxy Statement on Schedule 14A Filed April 3, 2023 File No. 001-35229 Dear Patrick Decker: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will revise your future proxy disclosures in accordance with the topics discussed below. Definitive Proxy Statement on Schedule 14A filed April 3, 2023 Pay versus Performance, page 65 1.We note that you have included Revenue as your Company-Selected Measure pursuant to Regulation S-K Item 402(v)(2)(vi). Please include your Company-Selected Measure in the Tabular List provided pursuant to Regulation S-K Item 402(v)(6). 2.Refer to the reconciliation tables in the footnotes to your pay versus performance table. It is unclear what amounts are reflected in the rows titled "Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year." Specifically, equity awards granted in prior years that vest during the relevant year should be valued as the difference between the fair value as of the end of the prior fiscal year and the vesting date, not the "year over year" change in value. Please ensure that your table headings reflect accurately the amounts used to calculate compensation actually paid. Refer to Item 402(v)(2)(C)(iv) of Regulation S-K.
FirstName LastNamePatrick Decker Comapany NameXylem Inc. July 28, 2023 Page 2 FirstName LastName Patrick Decker Xylem Inc. July 28, 2023 Page 2 Please contact Jane Park at 202-551-7439 or Amanda Ravitz at 202-551-3412 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program
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United States securities and exchange commission logo
July 28, 2023
Patrick Decker
Chief Executive Officer
Xylem Inc.
301 Water Street SE
Washington, DC 20003
Re:Xylem Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 3, 2023
File No. 001-35229
Dear Patrick Decker:
We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments. Please respond to these comments by confirming that you
will revise your future proxy disclosures in accordance with the topics discussed below.
Definitive Proxy Statement on Schedule 14A filed April 3, 2023
Pay versus Performance, page 65
1.We note that you have included Revenue as your Company-Selected Measure pursuant to
Regulation S-K Item 402(v)(2)(vi). Please include your Company-Selected Measure in the
Tabular List provided pursuant to Regulation S-K Item 402(v)(6).
2.Refer to the reconciliation tables in the footnotes to your pay versus performance table. It
is unclear what amounts are reflected in the rows titled "Plus (less), year over year change
in fair value of equity awards granted in prior years that vested in the year." Specifically,
equity awards granted in prior years that vest during the relevant year should be valued as
the difference between the fair value as of the end of the prior fiscal year and the vesting
date, not the "year over year" change in value. Please ensure that your table headings
reflect accurately the amounts used to calculate compensation actually paid. Refer to Item
402(v)(2)(C)(iv) of Regulation S-K.
FirstName LastNamePatrick Decker
Comapany NameXylem Inc.
July 28, 2023 Page 2
FirstName LastName
Patrick Decker
Xylem Inc.
July 28, 2023
Page 2
Please contact Jane Park at 202-551-7439 or Amanda Ravitz at 202-551-3412 with any
questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program