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): ~~April~~May 2811, 2023

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38272

46-4132761

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)


210 Sixth Avenue
Pittsburgh,	Pennsylvania	15222
(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AQUA	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 15.~~01.~~07 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~April~~May 2811, 2023, ~~EWT Holdings III Corp. (“EWT III”), an indirect wholly-owned subsidiary of~~ Evoqua Water Technologies Corp. (the “Company”), ~~entered~~held ~~into~~a anspecial ~~Amendment~~meeting ~~No.~~of 1its tostockholders ~~Credit Agreement~~ (the “~~Amendment”)~~Special ~~among EWT III, as the borrower, EWT Holdings II Corp. (“EWT II~~Meeting”), ~~the~~via ~~other~~live ~~guarantors party thereto and JPMorgan Chase Bank, N~~webcast.~~A.,~~ ~~as administrative agent and collateral agent.~~ The ~~Amendment~~following ~~amended~~matters ~~the~~were ~~Credit~~voted ~~Agreement (the “Credit Agreement”) among EWT III~~upon, ~~as the borrower, EWT II, as parent guarantor, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent~~ and ~~collateral agent, and ING Capital, LLC, as sustainability coordinator, dated April 1, 2021, to, among other things, replace~~ the ~~LIBOR-based~~final ~~Eurocurrency~~voting ~~reference~~results ~~interest~~for ~~rate~~each ~~with~~matter aare ~~reference~~set ~~interest~~forth ~~rate based upon Term SOFR~~below. Other than the foregoing, the material terms of the Credit Agreement remain unchanged. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment.

~~The~~Proposal ~~foregoing~~1 ~~description~~(Merger ofProposal): ~~the~~The ~~Amendment~~Company’s ~~does~~stockholders ~~not~~adopted ~~purport~~the toAgreement beand ~~complete~~Plan ~~and~~of isMerger, ~~qualified~~dated inas ~~its~~of ~~entirety~~January 22, 2023, by ~~reference~~and toamong ~~the~~Xylem ~~full~~Inc. ~~text~~(“Xylem”), ofFore ~~the~~Merger ~~Amendment~~Sub, Inc., a ~~copy~~direct, wholly-owned subsidiary of ~~which~~Xylem, isand ~~attached~~the ~~hereto~~Company (such agreement, as ~~Exhibit~~amended ~~10.1~~from ~~and~~time to time, the ~~terms~~“Merger ofAgreement”). ~~which~~The ~~are~~results ~~incorporated~~of ~~herein~~the byvote ~~reference.~~were as follows:

Item 9.01. Financial Statements and Exhibits.


For	Against	Abstentions	Broker Non-Votes
102,306,855	44,639	15,580	N/A

Proposal 2 (dAdvisory Compensation Proposal): ~~Exhibits~~The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that will or may be paid to the Company's named executive officers in connection with the transactions contemplated under the Merger Agreement. The results of the vote were as follows:

Exhibit No.		Description
For	Against	Abstentions	Broker Non-Votes
10.1†		Amendment No. 1 to Credit Agreement, among EWT Holdings III Corp., as the borrower, EWT Holdings II Corp., the other guarantors party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, dated April 28, 2023
99,735,505	1,913,573	717,996	N/A
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

†Proposal ~~Certain~~3 ~~exhibits~~(Evoqua ~~and~~Adjournment ~~schedules~~Proposal): ~~have~~The ~~been~~Company’s ~~omitted~~stockholders ~~pursuant~~approved the adjournment of the Special Meeting to ~~Item~~solicit ~~601(a)(5)~~additional ofproxies ~~Regulation~~if ~~S-K. The~~there ~~Company~~are ~~agrees~~not tosufficient ~~furnish~~votes ~~supplementally~~cast at the Special Meeting to approve the ~~SEC~~Merger aProposal ~~copy~~or ofto ensure that any ~~omitted~~supplemental ~~exhibit~~or amended disclosure, including any supplement or ~~schedule~~amendment ~~upon~~to ~~request~~the joint proxy statement/prospectus, is timely provided to the Company’s stockholders. The results of the vote were as follows:


For	Against	Abstentions	Broker Non-Votes
95,894,576	5,830,592	641,906	N/A

With respect to the Evoqua Adjournment Proposal, although the proposal would have received sufficient votes to be approved, no motion was made because the adjournment of the Special Meeting was determined not to be necessary or appropriate.

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:

May 211, 2023

EVOQUA WATER TECHNOLOGIES CORP.

By:

/s/ Benedict J. Stas

Benedict J. Stas

Executive Vice President, Chief Financial Officer & Treasurer

Filing Compare · Evoqua Water Technologies Corp.