Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 7, 2023, Evoqua Water Technologies Corp., a Delaware corporation (the
"Company" or "Evoqua"), entered into amended and restated employment agreements
(each, an "A&R Employment Agreement," and collectively, the "A&R Employment
Agreements") with its executive officers, including: Ron C. Keating (President
and Chief Executive Officer), Benedict J. Stas (Executive Vice President, Chief
Financial Officer and Treasurer), Rodney O. Aulick (Executive Vice President,
Integrated Solutions and Services Segment President), Hervé P. Fages (Executive
Vice President, Applied Product Technologies Segment President), and Vincent
Grieco (Executive Vice President, General Counsel and Secretary) (each, an
"Officer," and collectively, the "Officers").
The A&R Employment Agreements provide, among other things, for certain
modifications to the terms of the Officers' employment agreements including:
(i) increasing the severance benefits payable to Messrs. Aulick, Fages, and
Grieco in the event of a qualifying termination without cause or for good reason
on or within two years of a change in control of the Company to include (A) a
cash severance payment equal to two times the sum of such Officer's then-current
base salary plus target annual cash bonus opportunity and (B) full vesting of
their respective outstanding equity awards (with any performance awards vesting
at 100% of target); (ii) providing that each Officer will be able to exercise
his respective stock options until the earlier of one year from the date of
employment termination or the applicable stock option expiration date; and
(iii) providing that the Company will reimburse each Officer for any costs and
expenses reasonably incurred by him in disputing any issue under his A&R
Employment Agreement.
The foregoing descriptions of the A&R Employment Agreements are not complete and
are qualified in their entirety by reference to the A&R Employment Agreements,
which the Company intends to file as exhibits to the Company's quarterly report
on Form 10-Q for the quarterly period ended March 31, 2023.
Additional Information and Where to Find It
In connection with the proposed transaction with Xylem Inc. ("Xylem"), Xylem
intends to file with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 that will include a joint proxy statement of
Xylem and Evoqua that also constitutes a prospectus of Xylem. Each of Xylem and
Evoqua also plan to file other relevant documents with the SEC regarding the
proposed transaction. No offer of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended. Any definitive joint proxy statement/prospectus (if and when
available) will be mailed to shareholders of Xylem and stockholders of Evoqua.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain free copies of these documents
(if and when available), and other documents containing important information
about Xylem and Evoqua, once such documents are filed with the SEC through the
website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Xylem will be available free of charge on Xylem's website
at www.xylem.com or by contacting Xylem's Investor Relations Department by email
at andrea.vanderberg@xylem.com or by phone at +1 (914) 260-8612. Copies of the
documents filed with the SEC by Evoqua will be available free of charge on
Evoqua's internet website at www.evoqua.com or by contacting Evoqua Water
Technologies Corp., 210 Sixth Avenue, Suite 3300, Pittsburgh, PA 15222, ATTN:
General Counsel and Secretary.
Participants in the Solicitation
Xylem, Evoqua and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information about the directors and executive officers
of Xylem is set forth in Xylem's proxy statement for its 2022 annual meeting of
shareholders, which was filed with the SEC on March 29, 2022, and Xylem's Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed
with the SEC on February 24, 2023. Information about the directors and executive
officers of Evoqua is set forth in its proxy statement for its 2023 annual
meeting of stockholders, which was filed with the SEC on December 23, 2022, and
Evoqua's Annual Report on Form 10-K for the fiscal year ended
--------------------------------------------------------------------------------
September 30, 2022, which was filed with the SEC on November 16, 2022. Other
information regarding the participants in the proxy solicitations and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the joint proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed transaction
when such materials become available. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from Xylem or Evoqua using the sources indicated above.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer to buy or
sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction. No offer of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses