SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): March 24, 2021
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction of Incorporation or Organization)|
(Commission File Number)
(I.R.S. Employer Identification Number)
1200 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐|| ||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
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|☐|| ||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
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|☐|| ||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))|
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|☐|| ||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Common stock, par value $0.01 per share||MWA||New York Stock Exchange|
|Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).|
|Emerging growth company||☐|
|If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.||☐|
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 24, 2021, the board of directors (the “Board”) of Mueller Water Products, Inc. (the “Company”), upon recommendation by the Company’s Nominating and Corporate Governance Committee, elected Jeffery S. Sharritts, age 51, to serve as an independent director of the Company until the Company’s 2022 annual meeting of stockholders and until his successor is elected and qualified. On March 24, 2021, the Board created one (1) new directorship on the Board, thereby increasing the number of directors constituting the whole board from ten (10) directors to eleven (11) directors. Mr. Sharritts will fill such newly created seat on the Board. Mr. Sharritts will also serve as a member of the Company’s Audit Committee.
There are no arrangements or understandings between Mr. Sharritts and any other persons pursuant to which Mr. Sharritts was appointed director of the Company. There are no transactions in which Mr. Sharritts has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Sharritts will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, except that, in lieu of the annual equity grant, which will not be available to Mr. Sharritts because of the terms of the Company’s Second Amended and Restated 2006 Stock Incentive Plan, Mr. Sharritts will receive an initial equity award of restricted stock units valued at $87,500. A description of the Company’s non-employee director compensation program can be found in the Company’s proxy statement on Schedule 14A under the heading “Director Compensation,” which was filed with the Securities and Exchange Commission on December 21, 2020. Mr. Sharritts will also enter into the Company’s standard indemnification agreement with directors.
A copy of the Company’s press release announcing Mr. Sharritts’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|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|
|101.SCH||Inline XBRL Taxonomy Extension Schema Document|
|101.CAL||Inline XBRL Taxonomy Extension Calculation Linkbase Document|
|101.DEF||Inline XBRL Taxonomy Extension Definition Linkbase Document|
|101.LAB||Inline XBRL Taxonomy Extension Labels Linkbase Document|
|101.PRE||Inline XBRL Taxonomy Extension Presentation Linkbase Document|
|104||Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Dated: March 24, 2021||MUELLER WATER PRODUCTS, INC.|
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| ||By:||/s/ Steven S. Heinrichs|
| || ||Steven S. Heinrichs|
| || ||Executive Vice President, Chief Legal and Compliance Officer and Secretary|