8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT
TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
DATE OF REPORT (Date of earliest event reported):            February 26, 2016
 
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
0001-32892
20-3547095
(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)
 
(770) 206-4200
(Registrant's telephone number, including area code)
 
Not applicable.
(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:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
 
 








Item 5.07.
Submission of Matters to a Vote of Security Holders.
Mueller Water Products, Inc. (the "Company") held its annual meeting of stockholders on February 26, 2016. The stockholders of the Company voted on the following six items:
 
1.
The election of nine directors to terms ending in 2017.
 
2.
An advisory resolution on the compensation of the Company's named executive officers.
 
3.
Amendment of the 2010 Management Incentive Plan and re-approval of performance goals under the plan.
 
4.
Amendment of the 2006 Employee Stock Purchase Plan.
 
5.
Amendment of the 2006 Stock Incentive Plan and re-approval of performance goals under the plan.
 
6.
The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2016.
Proposal 1. Each of the directors listed below was re-elected as a director of the Company. The nominees for director were elected based on the following votes.
Director
  
 Votes For
  
Votes Withheld
  
Broker Non-Votes
Shirley C. Franklin
  
133,447,334

 
1,574,340

 
12,960,110
Thomas J. Hansen
 
133,471,401

 
1,550,273

 
12,960,110
Gregory E. Hyland
  
115,952,818

 
19,068,856

 
12,960,110
Jerry W. Kolb
 
133,397,765

 
1,623,909

 
12,960,110
Joseph B. Leonard
  
133,413,544

 
1,608,130

 
12,960,110
Mark J. O'Brien
  
133,421,002

 
1,600,672

 
12,960,110
Bernard G. Rethore
  
129,102,369

 
5,919,305

 
12,960,110
Lydia W. Thomas
  
133,480,758

 
1,540,916

 
12,960,110
Michael T. Tokarz
  
108,826,019

 
26,195,655

 
12,960,110
 
Proposal 2. The proposal to approve, on an advisory basis, the compensation of the Company's named executive officers received the following votes.
 
 
 
 
Votes for approval
  
132,455,647

  
Votes against approval
 
2,326,980

  
Abstentions
  
239,047

  
Broker Non-Votes
 
12,960,110

  
 
Proposal 3. The proposal to approve amendments to the 2010 Management Incentive Plan and to re-approve the performance goals under the plan received the following votes.
 
 
 
 
Votes for approval
  
128,494,089

  
Votes against approval
 
6,075,981

  
Abstentions
  
451,604

  
Broker Non-Votes
 
12,960,110

  
 
Proposal 4. The proposal to approve amendments to the 2006 Employee Stock Purchase Plan received the following votes.
 
 
 
 
Votes for approval
  
132,234,565

  
Votes against approval
 
1,655,531

  
Abstentions
  
1,131,578

  
Broker Non-Votes
 
12,960,110

  
 




Proposal 5. The proposal to approve amendments to the 2006 Stock Incentive Plan and to re-approve the performance goals under the plan received the following votes.
 
 
 
 
Votes for approval
  
126,222,877

  
Votes against approval
 
8,324,957

  
Abstentions
  
473,840

  
Broker Non-Votes
 
12,960,110

  
 
Proposal 6. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2016 received the following votes.
 
 
 
 
Votes for approval
  
141,364,438

  
Votes against approval
  
6,521,350

  
Abstentions
  
95,996

  
 














SIGNATURES
 
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:  February 29, 2016
MUELLER WATER PRODUCTS, INC.
 
 
 
 
 
 
 
By:
/s/ Keith L. Belknap
 
 
 
Keith L. Belknap
 
 
Senior Vice President, General Counsel and Corporate Secretary