Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In fiscal 2015, the Company's Board of Directors approved a stock repurchase program (the "Repurchase Program") authorizing the repurchase of up to $200.0 million of the Company's common stock from time to time on the open market or in privately negotiated transactions. On January 27, 2020, the Company's Board of Directors increased the remaining share repurchase authority under the Repurchase Program to $300.0 million. The Repurchase Program does not require the Company to acquire any particular amount of common stock and does not specify the timing of purchases or the prices to be paid; however, the program will continue until the maximum amount of dollars authorized have been expended or until it is modified or terminated by the Board. The Company did not repurchase any shares during the three months ended March 31, 2022. A total of approximately $162.8 million of the existing repurchase authority remained under the Repurchase Program at March 31, 2022.
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ITEM 6. EXHIBITS
Exhibit
No. Description Filed
Herewith
2.1 Agreement and Plan of Merger, dated as of February 12, 2022, by and among Zurn, Elkay, Merger Sub, and Elkay Interior Systems International, Inc. *
10.1 Board Observer Agreement, dated as of February 12, 2022, by and among Zurn and Ronald Katz *
10.2 Form of Support Agreement, dated as of February 13, 2022, by and among Zurn and the Support Stockholders *
10.3 Form of Standstill and Lock-Up Agreement, dated as of February 12, 2022, by and among Zurn, and the Elkay stockholders party thereto *
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
X
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
X
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.) X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Inline XBRL data (contained in Exhibit 101) X
*Incorporated by reference to the same exhibit number in the Company's Current Report on Form 8-K, dated February 12, 2022.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Zurn Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ZURN WATER SOLUTIONS CORPORATION
Date: April 27, 2022 By: / S / MARK W. PETERSON
Name: Mark W. Peterson
Title: Senior Vice President and Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.