10 unchanged sentences
Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
−Removed: 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.
−Removed: 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.
4 unchanged sentences
OTHER INFORMATION.
−Removed: 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.
−Removed: Jackson will end his employment effective February 17, 2023.
−Removed: Pursuant to an Agreement and General Release, Mr.
−Removed: Jackson will receive cash payments equal to $410,000, and certain other benefits.
−Removed: The Agreement and General Release also provides for a release of any claims.
−Removed: 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.
+Added: During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
2 unchanged sentences
The information required by this Item is incorporated by reference from the sections entitled "Proposal 1:
−Removed: Election of Directors" and "Corporate Governance" in the definitive proxy statement for the Company’s annual meeting, to be held on or about May 4, 2023 (the Proxy Statement"), and from the information under the caption "Information about our Executive Officers" in Part I hereof.
+Added: Election of Directors" and "Corporate Governance and Board of Directors" in the definitive proxy statement for the Company’s annual meeting, to be held on or about May 2, 2024 (the "Proxy Statement"), and from the information under the caption "Information about our Executive Officers" in Part I hereof.
Code of Ethics
−Removed: 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.
−Removed: We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurn-elkay.com.
+Added: We have adopted a written code of ethics, referred to as the Zurn Elkay 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.
+Added: We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurnelkay.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.
−Removed: 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.zurn-elkay.com or in a Current Report on Form 8-K.
+Added: 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.zurnelkay.com or in a Current Report on Form 8-K.
EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference from the sections entitled "Proposal 1:
−Removed: Election of Directors", "Corporate Governance", "Compensation Discussion and Analysis", "Compensation Committee Report", "Executive Compensation," and "Corporate Governance - Directors' Compensation" in the Proxy Statement.
+Added: Election of Directors", "Corporate Governance and Board of Directors", "Compensation Discussion and Analysis", "Compensation Committee Report", and "Executive Compensation" in the Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
10 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: The information required by this Item is incorporated by reference from the sections entitled "Corporate Governance" and "Certain Relationships and Related Party Transactions" in the Proxy Statement.
+Added: The information required by this Item is incorporated by reference from the sections entitled "Corporate Governance and Board of Directors" and "Certain Relationships and Related Party Transactions" in the Proxy Statement.
PRINCIPAL ACCOUNTING FEES AND SERVICES.
2 unchanged sentences
(a) (1) Financial Statements
−Removed: 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:
+Added: The Company’s consolidated financial statements included in Item 8 hereof are for the years ended December 31, 2023, 2022, and 2021 consist of the following:
Consolidated Balance Sheets
5 unchanged sentences
(a) (2) Financial Statement Schedules.
−Removed: 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:
+Added: The Financial Statement Schedule of the Company appended hereto for the years ended December 31, 2023, 2022, and 2021 consists of the following:
Schedule II – Valuation and Qualifying Accounts
5 unchanged sentences
(1) Balance at
−Removed: Nine-Month Transition Period Ended December 31, 2020
+Added: Year Ended December 31, 2021
Valuation allowance for trade and notes receivable 0.8 0.8 — ( 0.4 ) 1.2
7 unchanged sentences
______________________
−Removed: (1) Uncollectible amounts, dispositions charged against the accrual and utilization of net operating losses.
+Added: (1) Uncollectible amounts, dispositions charged against the accrual and write-off of expiring tax loss carryforwards.
All other schedules have been omitted because they are not applicable or because the information required is included in the notes to the consolidated financial statements.
(a) (3) Exhibits.
−Removed: See Exhibit Index included after the signature page to this report, which Exhibit Index is incorporated by reference herein.
−Removed: FORM 10-K SUMMARY
−Removed: Not applicable.
−Removed: 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.
−Removed: ZURN ELKAY WATER SOLUTIONS CORPORATION
−Removed: Chairman of the Board and Chief Executive Officer
−Removed: February 14, 2023
−Removed: POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd A.
−Removed: Adams, Mark W.
−Removed: Peterson and Jeffrey J.
−Removed: 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.
−Removed: 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.
−Removed: Adams Chairman of the Board and Chief Executive Officer February 14, 2023
−Removed: Adams (Principal Executive Officer)
−Removed: Peterson Senior Vice President and Chief Financial Officer February 14, 2023
−Removed: Peterson (Principal Financial and Accounting Officer)
−Removed: Bartlett Director February 14, 2023
−Removed: /s/ Jacques Don Butler Director February 14, 2023
−Removed: Jacques Don Butler
−Removed: /s/ Thomas D.
−Removed: Christopoul Director February 14, 2023
−Removed: /s/ Timothy J.
−Removed: Jahnke Director February 14, 2023
−Removed: Longren Director February 14, 2023
−Removed: /s/ George C.
−Removed: Moore Director February 14, 2023
−Removed: /s/ Rosemary M.
−Removed: Schooler Director February 14, 2023
−Removed: Stroup Director February 14, 2023
−Removed: Troy Director February 14, 2023
EXHIBIT INDEX
15 unchanged sentences
Exhibit 3.2 to the Company's Form 8-K filed July 1, 2022
−Removed: 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
−Removed: Exhibit 4.1 to the Company’s Form 8-K dated December 7, 2017
−Removed: 4.2 Form of RBS Global, Inc.
−Removed: and Rexnord LLC 4.875% Senior Notes due 2025 (included in Exhibit 4.1 hereto)
−Removed: Exhibit 4.2 to the Company’s Form 8-K dated December 7, 2017
−Removed: 4.3 Parent Guarantee, dated as of December 7, 2017, by and between Rexnord Corporation and Wells Fargo Bank, National Association, as trustee
−Removed: Exhibit 4.3 to the Company’s Form 8-K dated December 7, 2017
4.1 Description of Securities
−Removed: Exhibit 4.4 to the Company's Form 10-K for the fiscal year ended March 31, 2020
−Removed: 10.1(a) The Company's 2006 Stock Option Plan, as amended ("2006 Option Plan")* (superseded)
−Removed: Exhibit 10.6 to the Form 10-K filed by RBS Global, Inc./Rexnord LLC for the fiscal year ended March 31, 2010
−Removed: 10.1(b) Form of Executive Non-Qualified Stock Option Agreement under the 2006 Option Plan*
−Removed: Exhibit 10.10 to the Form 8-K/A filed by RBS Global, Inc./Rexnord LLC on July 27, 2006
−Removed: 10.1(c) Board Observer Agreement, dated as of February 12, 2022, by and among Zurn and Ronald Katz
−Removed: Exhibit 10.1 to the Form 8-K filed February 14, 2022
−Removed: 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)
+Added: 10.1(a) 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
−Removed: 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
−Removed: Exhibit 10.3 to the Company's Form 8-K filed February 14, 2022
−Removed: 10.1(f) Form of Support Agreement, dated as of February 13, 2022, by and among Zurn and the Support Stockholders
+Added: 10.1(b) 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
35 unchanged sentences
Exhibit 10.2 to the Company’s Form 8-K dated December 13, 2018
−Removed: 10.9(a) Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of July 23, 2020*
−Removed: Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 2020
−Removed: 10.9(b) Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, revised as of May 2019* (superseded)
−Removed: Exhibit 10.10(a) to the Company’s Form 10-K for the fiscal year ended March 31, 2019
+Added: 10.9 Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of February 2024*
10.10 Form of Indemnification Agreement*
Exhibit 10.3 to the Company's Form 10-Q for the quarter ended December 31, 2017
−Removed: 10.11(a) Third Amended and Restated First Lien Credit Agreement dated as of August 21, 2013, as adopted pursuant, and filed as Exhibit B, to the Incremental Assumption Agreement dated as of August 21, 2013 relating to the Second Amended and Restated Credit Agreement dated as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, certain subsidiaries of Rexnord LLC, the lenders party thereto and Credit Suisse AG, as administrative agent
−Removed: Exhibit 10.1 to the Company’s Form 8-K dated August 21, 2013
−Removed: 10.11(b) Incremental Assumption Agreement, dated as of November 2, 2016, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, certain domestic subsidiaries of Rexnord LLC, the lenders party thereto, and Credit Suisse AG, as administrative agent, related to the Third Amended and Restated First Lien Credit Agreement (revolving facility)
−Removed: Exhibit 10.1 to the Company’s Form 8-K dated November 2, 2016
−Removed: 10.11(c) Incremental Assumption Agreement, dated as of December 16, 2016, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, certain domestic subsidiaries of Rexnord LLC, Credit Suisse AG, Cayman Islands Branch and Credit Suisse AG, as administrative agent, related to the Third Amended and Restated First Lien Credit Agreement (term loan facility)
−Removed: Exhibit 10.1 to the Company’s Form 8-K dated December 16, 2016
−Removed: 10.11(d) Incremental Assumption Agreement, dated as of December 7, 2017, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, certain domestic subsidiaries of Rexnord Corporation, Credit Suisse AG, Cayman Islands Branch, as administrative agent, Credit Suisse AG, Cayman Islands Branch, as refinancing term lender, and the other lenders party thereto (term loan and revolving facilities)
−Removed: Exhibit 10.1 to the Company’s Form 8-K dated December 7, 2017
−Removed: 10.11(e) Incremental Assumption Agreement, dated as of November 21, 2019, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, certain domestic subsidiaries of Rexnord LLC, Credit Suisse AG, Cayman Islands Branch as the refinancing term lender and Credit Suisse AG, Cayman Islands Branch as administrative agent (term loan and revolving facilities).
−Removed: Exhibit 10.1 to the Company’s Form 8-K dated November 21, 2019
−Removed: 10.11(f) Fourth Amended and Restated First Lien Credit Agreement, dated as of October 4, 2021, by and among Zurn Holdings, Inc., Zurn LLC, ZBS Global, Inc., the lenders party thereto, and Credit Suisse AG, as administrative agent+
+Added: 10.11(a) Fourth Amended and Restated First Lien Credit Agreement, dated as of October 4, 2021, by and among Zurn Holdings, Inc., Zurn LLC, ZBS Global, Inc., the lenders party thereto, and Credit Suisse AG, as administrative agent+
Exhibit 10.2 to the Company's Form 8-K filed on October 5, 2021
−Removed: 10.11(g) Amendment No.
+Added: 10.11(b) 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
−Removed: 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
−Removed: Exhibit 10.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on March 16, 2012
−Removed: 10.12(b) Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2021, among ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, the subsidiaries party thereto, and Credit Suisse AG, as administrative agent+
+Added: 10.12(a) Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2021, among ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, the subsidiaries party thereto, and Credit Suisse AG, as administrative agent+
Exhibit 10.3 to the Company's Form 8-K filed on October 5, 2021
−Removed: 10.13 Amended and Restated Receivables Sale and Servicing Agreement, entered into as of September 25, 2020, by and among each of the originators signatory thereto from time to time, Rexnord Industries, LLC in its capacity as servicer thereunder and Rexnord Funding LLC, as buyer
−Removed: Exhibit 10.1 to the Company's Form 8-K dated September 25, 2020
−Removed: 10.14 Receivables Funding and Administration Agreement, entered into as of September 25, 2020, by and among Rexnord Funding LLC as the borrower, the financial institutions signatory thereto from time to time as lenders, and Mizuho Bank, Ltd., as a lender and as administrative agent for the lenders thereunder
−Removed: Exhibit 10.2 to the Company's Form 8-K dated September 25, 2020
10.13(a) Tax Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc.
10 unchanged sentences
Exhibit 10.4 to the Company's Form 8-K filed February 19, 2021
−Removed: 10.15(e) Commitment Letter, dated as of February 14, 2021, by and between Rexnord, Credit Suisse AG, Cayman Islands Branch and Credit Suisse Loan Funding LLC+
−Removed: Exhibit 10.5 to the Company's Form 8-K filed February 19, 2021
−Removed: 10.15(f) Bridge Facility Commitment Letter, dated as of February 15, 2021, by and between Land and Barclays Bank PLC+
−Removed: Exhibit 10.6 to the Company's Form 8-K filed February 19, 2021
−Removed: 10.15(g) Transition Services Agreement, dated as of October 4, 2021, by and among Rexnord Corporation and Land Newco, Inc.+
+Added: 10.13(e) Transition Services Agreement, dated as of October 4, 2021, by and among Rexnord Corporation and Land Newco, Inc.+
Exhibit 10.1 to the Company's Form 8-K filed October 5, 2021
−Removed: 10.16 Agreement and General Release, last signed on December 31, 2021, by George J.
−Removed: Powers and Zurn Water Solutions Corporation*
−Removed: Exhibit 10.1 to the Company's Form 8-K filed January 5, 2022
10.14 Agreement and General Release, last signed on February 13, 2023, by Rodney Jackson and Zurn Elkay Water Solutions Corporation*
+Added: Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
21.1 List of Subsidiaries of the Company
5 unchanged sentences
32.1 Certification of Chief Executive Officer and Chief Financial Officer
+Added: 97 Zurn Elkay Water Solutions Executive Compensation Clawback Policy (as amended and restated effective as of October 2, 2023)
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.)
7 unchanged sentences
+ The Company agrees to furnish supplementally a copy of the schedules omitted from this exhibit to the Commission upon request.
+Added: FORM 10-K SUMMARY
+Added: Not applicable.
+Added: 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.
+Added: ZURN ELKAY WATER SOLUTIONS CORPORATION
+Added: Chairman of the Board and Chief Executive Officer
+Added: February 6, 2024
+Added: POWER OF ATTORNEY
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd A.
+Added: Adams, Mark W.
+Added: Peterson and Jeffrey J.
+Added: 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.
+Added: 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.
+Added: Adams Chairman of the Board and Chief Executive Officer February 6, 2024
+Added: Adams (Principal Executive Officer)
+Added: Peterson Senior Vice President and Chief Financial Officer February 6, 2024
+Added: Peterson (Principal Financial and Accounting Officer)
+Added: Bartlett Director February 6, 2024
+Added: /s/ Jacques Don Butler Director February 6, 2024
+Added: Jacques Don Butler
+Added: /s/ Thomas D.
+Added: Christopoul Director February 6, 2024
+Added: /s/ Timothy J.
+Added: Jahnke Director February 6, 2024
+Added: Longren Director February 6, 2024
+Added: /s/ Emma McTague Director February 6, 2024
+Added: /s/ George C.
+Added: Moore Director February 6, 2024
+Added: /s/ Rosemary Schooler Director February 6, 2024
+Added: Rosemary Schooler
+Added: Troy Director February 6, 2024
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.