Edgar Filing: Xylem Inc.

DEFA14A

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Xylem Inc.

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Exercise Your Right to Vote

Important Notice Regarding the Availability of Proxy Materials for

Annual Meeting of Shareowners to Be Held on Tuesday, May 6, 2014















		XYLEM INC.
		1 INTERNATIONAL DRIVE
		RYE BROOK, NY 10573

Meeting Information

Company: Xylem Inc.

Meeting Type: Annual Meeting

For holders as of: March 10, 2014

Date: May 6, 2014 Time: 11:00 a.m. (EDT)

Location:

Xylem Headquarters

1 International Drive

Rye Brook, NY 10573

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).

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 6, 2014 at 11:00 a.m. (EDT) at Xylem Headquarters, 1 International Drive, 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.

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 (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 (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 22, 2014 to facilitate timely delivery.
—— How To Vote —— Please Choose One of the Following Voting Methods
	Vote In Person: Many shareowners 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 (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.


		Voting Items

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3, 4, 5 AND 6.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” PROPOSAL 7.



1.	Election of four Class III members of the Board of Directors.	7.	To vote on a shareowner proposal titled “Executives to Retain Significant Stock.”
	Nominees:	7.

	1a. Sten E. Jakobsson

	1b. Steven R. Loranger

	1c. Edward J. Ludwig

	1d. Jerome A. Peribere

2.	Ratification of the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2014.

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

4.	The approval of the performance-based provisions of the 2011 Omnibus Incentive Plan.

5.	The approval of the performance-based provisions of the Xylem Annual Incentive Plan for Executive Officers.

6.	Proposed amendment to our Articles of Incorporation to allow shareowners to call a special meeting.