16 unchanged sentences
OTHER INFORMATION.
−Removed: 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.
+Added: Our directors and officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the "Exchange Act"), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act.
+Added: During the three months ended December 31, 2024, the following directors or officers adopted, modified, or terminated "Rule 10b5-1 trading arrangements" (as defined in Item 408(a) of Regulation S-K of the Exchange Act):
+Added: Jahnke , Director , adopted a new written trading plan on December 6, 2024 .
+Added: The plan's maximum duration is until April 1, 2026 .
+Added: The first trade will not occur until April 1, 2025, at the earliest.
+Added: The trading plan is intended to permit Mr.
+Added: Jahnke to sell 60,000 of his shares held.
+Added: No other directors or officers of the Company adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended December 31, 2024.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
26 unchanged sentences
The information required by this Item is incorporated by reference from the section entitled "Report of the Audit Committee" and "Auditors" in the Proxy Statement.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
46 unchanged sentences
4.1 Description of Securities
+Added: Exhibit 4.1 to the Company's Form 10-K for the fiscal year ended December 31, 2023
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)
2 unchanged sentences
Exhibit 10.3 to the Company's Form 8-K filed February 14, 2022
−Removed: 10.2 Rexnord Management Incentive Compensation Plan for Executive Officers*
+Added: 10.2 Zurn Elkay (f/k/a 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
23 unchanged sentences
Exhibit 10.3(f) to the Company’s Form 10-K for the fiscal year ended March 31, 2016
−Removed: 10.4 Letter Agreement dated December 13, 2018, between Rexnord Corporation and Todd A.
−Removed: Exhibit 10.1 to the Company's Form 8-K dated December 13, 2018
+Added: 10.4 Letter Agreement dated May 17, 2024, between Zurn Elkay Water Solutions Corporation and Todd A.
+Added: Exhibit 10.1 to the Company's Form 8-K dated May 17, 2024
10.5 Form of Letter Agreement with Executive Officers*
Exhibit 10.3 to the Company’s Form 8-K dated May 18, 2016 (filed on May 24, 2016)
−Removed: 10.6 Rexnord Corporation Deferred Compensation Plan, effective as of January 1, 2016 (as amended July 26, 2017)*
+Added: 10.6 Zurn Elkay Water Solutions Corporation (f/k/a Rexnord Corporation) Deferred Compensation Plan, effective as of January 1, 2016 (as amended July 26, 2017)*
Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2017
−Removed: 10.7 Rexnord Corporation Executive Severance Plan, Effective May 18, 2016 (as amended effective April 1, 2018)*
+Added: 10.7 Zurn Elkay Water Solutions Corporation (f/k/a Rexnord Corporation) Executive Severance Plan, Effective May 18, 2016 (as amended effective April 1, 2018)*
Exhibit 10.8 to the Company’s Form 10-K for the fiscal year ended March 31, 2018
−Removed: 10.8 Rexnord Corporation Executive Change in Control Plan, as amended through December 13, 2018*
+Added: 10.8 Zurn Elkay Water Solutions Corporation (f/k/a Rexnord Corporation) Executive Change in Control Plan, as amended through December 13, 2018*
Exhibit 10.2 to the Company’s Form 8-K dated December 13, 2018
−Removed: 10.9 Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of February 2024*
+Added: 10.9 Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of May 2024
+Added: Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2024
10.10 Form of Indemnification Agreement*
23 unchanged sentences
Exhibit 10.17 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
+Added: 10.15 Zurn Elkay Water Solutions Corporation Employee Stock Purchase Plan
+Added: Exhibit 4.3 to the Company's Form S-8 filed May 3, 2024
+Added: 19 Insider Trading Policy
21.1 List of Subsidiaries of the Company
4 unchanged sentences
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.
−Removed: 32.1 Certification of Chief Executive Officer and Chief Financial Officer
+Added: 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
97 Zurn Elkay Water Solutions Executive Compensation Clawback Policy (as amended and restated effective as of October 2, 2023)
+Added: Exhibit 97 to the Company's Annual Report on Form 10-K for the year ended December 31, 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.)
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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.
+Added: Adams, David J.
+Added: Pauli 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.
2 unchanged sentences
Adams (Principal Executive Officer)
−Removed: Peterson Senior Vice President and Chief Financial Officer February 6, 2024
−Removed: Peterson (Principal Financial and Accounting Officer)
+Added: Pauli Chief Financial Officer February 10, 2025
+Added: Pauli (Principal Financial and Accounting Officer)
Bartlett Director February 10, 2025
13 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.