What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-09 · 46 added, 24 removed, 210 unchanged (25% of the section changed)

10 unchanged sentences

Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

Management's assessment of internal control over financial reporting as of December 31, 2022 excludes the internal control over financial reporting related to Elkay Manufacturing Company (acquired in the third quarter of 2022), which is included in the 2022 consolidated financial statements of Zurn Elkay Water Solutions Corporation.

As of December 31, 2022, Elkay Manufacturing Company constituted $1,248.7 million and $912.0 million of total and net assets, respectively, and net sales of $ 264.4 million and a net loss of $ 11.5 million , for the year then ended .

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or deterioration in the degree of compliance with the policies or procedures.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2022, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

2 unchanged sentences

OTHER INFORMATION.

On February 13, 2023, Zurn Elkay Water Solutions Corporation announced that the Company and Rodney Jackson, Senior Vice President – Business & Corporate Development, mutually agreed that Mr.

Jackson will end his employment effective February 17, 2023.

Pursuant to an Agreement and General Release, Mr.

Jackson will receive cash payments equal to $410,000, and certain other benefits.

The Agreement and General Release also provides for a release of any claims.

The Agreement and General Release is filed as Exhibit 10.17 to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

5 unchanged sentences

We have adopted a written code of ethics, referred to as the Zurn Code of Business Conduct and Ethics, applicable to all directors, officers and employees, which includes provisions relating to accounting and financial matters applicable to the principal executive officer, principal financial officer and principal accounting officer and controller.

We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurnwatersolutionscorporation.com.

To obtain a copy, free of charge, please submit a written request to Zurn Investor Relations, 511 West Freshwater Way, Milwaukee, Wisconsin, 53204.

If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our corporate website at www.zurnwatersolutionscorporation.com or in a Current Report on Form 8-K.

We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurn-elkay.com.

To obtain a copy, free of charge, please submit a written request to Zurn Elkay Investor Relations, 511 West Freshwater Way, Milwaukee, Wisconsin, 53204.

EXECUTIVE COMPENSATION.

10 unchanged sentences

______________________

(1) Represents options, PSUs and RSUs granted under the Incentive Plan or options granted under the 2006 Stock Option Plan.

No further options may be granted under the 2006 Stock Option Plan.

(1) Represents options, PSUs and RSUs granted under the Incentive Plan.

(2) The average exercise price excludes PSUs and RSUs.

5 unchanged sentences

(a) (1) Financial Statements

The Company’s consolidated financial statements included in Item 8 hereof are for the year ended December 31, 2021, the nine month Transition Period ended December 31, 2020 and the fiscal year ended March 31, 2020, and consist of the following:

The Company’s consolidated financial statements included in Item 8 hereof are for the year ended December 31, 2022, the year ended December 31, 2021, and the nine-month Transition Period ended December 31, 2020 consist of the following:

Consolidated Balance Sheets

5 unchanged sentences

(a) (2) Financial Statement Schedules.

The Financial Statement Schedule of the Company appended hereto for the year ended December 31, 2021, the nine month Transition Period ended December 31, 2020 and the fiscal year ended March 31, 2020 consists of the following:

The Financial Statement Schedule of the Company appended hereto for the year ended December 31, 2022, the year ended December 31, 2021, and the nine-month Transition Period ended December 31, 2020 consists of the following:

Schedule II – Valuation and Qualifying Accounts

2 unchanged sentences

of Year Charged to

Expenses Acquired

Obligations Charged

Expenses Charged

Accounts Deductions

(1) Balance at

Fiscal Year Ended March 31, 2020

Nine-Month Transition Period Ended December 31, 2020

Valuation allowance for trade and notes receivable 0.9 0.3 — ( 0.4 ) 0.8

Valuation allowance for income taxes 38.4 0.1 0.3 ( 2.0 ) 36.8

Nine Month Transition Period Ended December 31, 2020

Year Ended December 31, 2021

Valuation allowance for trade and notes receivable 0.8 0.8 — ( 0.4 ) 1.2

11 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZURN WATER SOLUTIONS CORPORATION

Chair of the Board and Chief Executive Officer

ZURN ELKAY WATER SOLUTIONS CORPORATION

Chairman of the Board and Chief Executive Officer

February 14, 2023

2 unchanged sentences

Adams, Mark W.

Peterson and Jeffery J.

Peterson and Jeffrey J.

LaValle, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Adams Chair of the Board and Chief Executive Officer February 9, 2022

Adams Chairman of the Board and Chief Executive Officer February 14, 2023

Adams (Principal Executive Officer)

2 unchanged sentences

Bartlett Director February 14, 2023

/s/ Jacques D.

Butler Director February 9, 2022

/s/ Jacques Don Butler Director February 14, 2023

Jacques Don Butler

/s/ Thomas D.

Christopoul Director February 14, 2023

/s/ Timothy J.

Jahnke Director February 14, 2023

Longren Director February 14, 2023

14 unchanged sentences

Exhibit 2.2 to the Company's Form 8-K filed February 19, 2021

3.1(a) Amended and Restated Certificate of Incorporation as amended through October 4, 2021

Exhibit 3.1 to the Company's Form 8-K filed October 5, 2021

2.4 Agreement and Plan of Merger, dated as of February 12, 2022, by and among Zurn, Elkay, Merger Sub, and Elkay Interior Systems International, Inc.

Exhibit 2.1 to the Company's Form 8-K filed February 14, 2022

3.1(a) Amended and Restated Certificate of Incorporation as amended through July 1, 2022

Exhibit 3.1 to the Company's Form 10-Q filed July 26, 2022

3.1(b) Certificate of Designations of the 5.75% Series A Mandatory Convertible Preferred Stock of Rexnord Corporation, filed with the Secretary of State of the State of Delaware and effective December 7, 2016 (expired by its terms)

Exhibit 3.1 to the Company's Form 8-K dated December 1, 2016

3.2 Amended and Restated By-Laws, as amended through October 4, 2021

Exhibit 3.1 to the Company's Form 8-K filed October 5, 2021

3.2 Amended and Restated By-Laws, as amended through July 1, 2022

Exhibit 3.2 to the Company's Form 8-K filed July 1, 2022

4.1 Indenture, dated as of December 7, 2017, by and among RBS Global, Inc., Rexnord LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee

11 unchanged sentences

Exhibit 10.10 to the Form 8-K/A filed by RBS Global, Inc./Rexnord LLC on July 27, 2006

10.1(c) Board Observer Agreement, dated as of February 12, 2022, by and among Zurn and Ronald Katz

Exhibit 10.1 to the Form 8-K filed February 14, 2022

10.1(d) Registration Rights Agreement, dated as of July 1, 2022, by and between Zurn and certain stockholders of Elkay party thereto (includes amendments to the Standstill and Lock-Up Agreements, dated as of February 12, 2022, between the Company and certain former stockholders of Elkay)

Exhibit 10.1 to the Form 8-K filed July 1, 2022

10.1(e) Form of Standstill and Lock-Up Agreement, dated as of February 12, 2022, by and among Zurn, and the Elkay stockholders party thereto

Exhibit 10.3 to the Company's Form 8-K filed February 14, 2022

10.1(f) Form of Support Agreement, dated as of February 13, 2022, by and among Zurn and the Support Stockholders

Exhibit 10.2 to the Company's Form 8-K filed February 14, 2022

10.2 Rexnord Management Incentive Compensation Plan for Executive Officers*

Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2020

10.3(a) Rexnord Corporation Performance Incentive Plan, as amended and restated as of July 25, 2019 *

Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on June 7, 2019

10.3(a) Zurn Elkay Water Solutions Corporation Performance Incentive Plan, as amended and restated as of July 1, 2022 *

Exhibit 10.3 to the Company's Form 8-K filed July 1, 2022

10.3(b) Rexnord Corporation Performance Incentive Plan, as amended and restated effective May 18, 2016 * (superseded except with respect to certain outstanding awards)

48 unchanged sentences

Exhibit 10.2 to the Company's Form 8-K filed on October 5, 2021

10.11(g) Amendment No.

1 to Fourth Amended and Restated First Lien Credit Agreement, dated as of July 1, 2022, by and between ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, Elkay and the other loan parties party thereto

Exhibit 10.2 to the Company's Form 8-K filed July 1, 2022

10.12(a) Second Amended and Restated Guarantee and Collateral Agreement, dated and effective as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, each subsidiary of the borrowers identified therein and Credit Suisse AG, as Administrative Agent for the Credit Agreement Secured Parties

27 unchanged sentences

Exhibit 10.1 to the Company's Form 8-K filed January 5, 2022

10.17 Agreement and General Release, last signed on February 13, 2023, by Rodney Jackson and Zurn Elkay Water Solutions Corporation*

21.1 List of Subsidiaries of the Company

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures