Definitive Additional Materials

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

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¨ Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Xylem Inc.

 

 

(Name of Registrant as Specified In Its Charter)

 

 

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  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Shareowners to Be Held on Tuesday, May 7, 2013.

 

XYLEM INC.

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

LOGO

XYLEM INC.

1133 WESTCHESTER AVENUE

SUITE N200

WHITE PLAINS, NY 10604

Meeting Information

 

  Meeting Type:   Annual Meeting
  For holders as of:   March 13, 2013
  Date: May 7, 2013       Time: 11:00 a.m. (EDT)

  Location:  Hilton Westchester

 699 Westchester Avenue

 Rye Brook, NY 10573

Directions to the Hilton Westchester may be found at: http://www3.hilton.com/en/hotels/new-york/hilton-westchester-RYEHIHH/maps-directions/index.html

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

ADMISSION TICKET

This is notice of your invitation to attend the Annual Meeting of Shareowners of XYLEM INC. to be held on Tuesday, May 7, 2013 at 11:00 a.m. (EDT) at Hilton Westchester, 699 Westchester Avenue, Rye Brook, NY 10573. You should present this Admission Ticket in order to gain admittance to the Annual Meeting. This ticket admits only the shareowner listed and is not transferable.

 

See the reverse side of this notice to obtain proxy materials and voting instructions.
 

 

M54477-P32879

— Before You Vote —

How to Access the Proxy Materials

 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT             ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

1)    BY INTERNET:    www.proxyvote.com
2)    BY TELEPHONE:    1-800-579-1639
3)    BY E-MAIL*:    sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 23, 2013 to facilitate timely delivery.

— How To Vote —

Please Choose One of the Following Voting Methods

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items   

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND 4.

 

1. Election of three Class II members of the Board of Directors.

Nominees:

 

  1a. Curtis J. Crawford

 

  1b. Robert F. Friel

 

  1c. Surya N. Mohapatra

 

2. Ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2013.

 

3. To approve, in a non-binding vote, the compensation of our named executive officers.

 

4. To vote on a management proposal to declassify the Board of Directors starting in 2016.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL 5.

 

5. To vote on a shareowner proposal to allow shareowners to call a Special Meeting.
 

 

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