UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d)

of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 7, 2023

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38272

46-4132761

~~001-38272~~

~~46-4132761~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification Number)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

210 Sixth Avenue
210 Sixth Avenue Pittsburgh, Pennsylvania	15222
Pittsburgh,		Pennsylvania	15222
(Address of principal executive offices)	(Zip Code)
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: (724) 772-0044

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:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	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		TradingSymbol(s)	~~Trading Symbol(s)~~	Name of each exchangeon which registered		~~Name of each exchange on which registered~~
Common Stock, par value $0.01 per share		AQUA	~~AQUA~~	New York Stock Exchange		~~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.~~07 Submission~~02 Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~ March 7, 2023, Evoqua Water Technologies Corp., a Delaware corporation (the “Company” or “Evoqua”), ~~held~~entered into amended and restated employment agreements (each, an “A&R Employment Agreement,” and collectively, the “A&R Employment Agreements”) with its ~~2023~~executive ~~Annual~~officers, ~~Meeting~~including: ofRon ~~Stockholders~~C. ~~The~~ ~~following~~Keating ~~matters~~(President ~~were~~and ~~voted~~Chief ~~upon~~Executive Officer), Benedict J. Stas (Executive Vice President, Chief Financial Officer and ~~the~~Treasurer), ~~final~~Rodney ~~voting~~O. ~~results~~Aulick ~~for~~(Executive Vice President, Integrated Solutions and Services Segment President), Hervé P. Fages (Executive Vice President, Applied Product Technologies Segment President), and Vincent Grieco (Executive Vice President, General Counsel and Secretary) (each, ~~matter~~an ~~are~~“Officer,” ~~set~~and ~~forth~~collectively, ~~below~~the “Officers”).

~~Proposal 1:~~ The ~~Company’s~~A&R ~~stockholders~~Employment ~~elected~~Agreements ~~each~~provide, among other things, for certain modifications to the terms of the ~~following~~Officers’ ~~Class~~employment IIagreements ~~director~~including: ~~nominees~~(i) increasing the severance benefits payable to Messrs. Aulick, Fages, and Grieco in the event of a qualifying termination without cause or for good reason on or within two years of a change in control of the Company to include (A) a cash severance payment equal to two times the sum of such Officer’s ~~Board~~then-current base salary plus target annual cash bonus opportunity and (B) full vesting of ~~Directors~~their respective outstanding equity awards (with any performance awards vesting at 100% of target); (ii) providing that each Officer will be able to ~~hold~~exercise ~~office~~his respective stock options until the ~~annual~~earlier ~~meeting~~of one year from the date of ~~stockholders~~employment ~~following~~termination or the ~~fiscal~~applicable ~~year~~stock ~~ending~~option ~~September~~expiration ~~30,~~date; ~~2025,~~and or(iii) providing ~~until~~that ~~their~~the ~~successors~~Company ~~are~~will ~~duly~~reimburse ~~elected~~each Officer for any costs and ~~qualified.~~expenses ~~The~~reasonably ~~results~~incurred ofby ~~the~~him ~~vote~~in ~~were~~disputing asany ~~follows:~~issue under his A&R Employment Agreement.

Nominee	For	Withheld	Broker Non-Votes
Ron C. Keating	81,384,784	28,859,149	3,352,687
Martin J. Lamb	69,733,934	40,509,999	3,352,687
Peter M. Wilver	76,448,170	33,795,763	3,352,687

The foregoing descriptions of the A&R Employment Agreements are not complete and are qualified in their entirety by reference to the A&R Employment Agreements, which the Company intends to file as exhibits to the Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2023.

~~Proposal~~Additional ~~2: The~~Information ~~Company’s~~and ~~stockholders~~Where ~~approved,~~to onFind anIt ~~advisory basis, the compensation of the Company's named executive officers. The results of the vote were as follows:~~

For			Against			Abstentions			Broker Non-Votes
100,045,319			10,049,632			148,982			3,352,687

In connection with the proposed transaction with Xylem Inc. (“Xylem”), Xylem intends to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Xylem and Evoqua that also constitutes a prospectus of Xylem. Each of Xylem and Evoqua also plan to file other relevant documents with the SEC regarding the proposed transaction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of Xylem and stockholders of Evoqua. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and shareholders will be able to obtain free copies of these documents (if and when available), and other documents containing important information about Xylem and Evoqua, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Xylem will be available free of charge on Xylem’s website at www.xylem.com or by contacting Xylem’s Investor Relations Department by email at andrea.vanderberg@xylem.com or by phone at +1 (914) 260-8612. Copies of the documents filed with the SEC by Evoqua will be available free of charge on Evoqua’s internet website at www.evoqua.com or by contacting Evoqua Water Technologies Corp., 210 Sixth Avenue, Suite 3300, Pittsburgh, PA 15222, ATTN: General Counsel and Secretary.

~~Proposal~~Participants ~~3: The~~in ~~Company’s stockholders ratified~~ the ~~appointment~~Solicitation ~~of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023. The results of the vote were as follows:~~

For			Against			Abstentions			Broker Non-Votes
112,152,574			773,163			670,883			0

Xylem, Evoqua and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Xylem is set forth in Xylem’s proxy statement for its 2022 annual meeting of shareholders, which was filed with the SEC on March 29, 2022, and Xylem’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 24, 2023. Information about the directors and executive officers of Evoqua is set forth in its proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on December 23, 2022, and Evoqua’s Annual Report on Form 10-K for the fiscal year ended

September 30, 2022, which was filed with the SEC on November 16, 2022. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Xylem or Evoqua using the sources indicated above.

No Offer or Solicitation

This document is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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.

Date:

February 10, 2023

EVOQUA WATER TECHNOLOGIES CORP.

Date: March 7, 2023

EVOQUA WATER TECHNOLOGIES CORP.

By:

/s/ Benedict J. Stas

~~By:~~

~~/s/ Benedict J. Stas~~

Benedict J. Stas

~~Benedict J. Stas~~

Executive Vice President, Chief Financial Officer & Treasurer

Executive Vice President, Chief Financial Officer and Treasurer

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