Form 8-K - Current report

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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): July 10, 2024

 

 

ZURN ELKAY WATER SOLUTIONS CORPORATION
(Exact name of Registrant as specified in its charter)

 

Delaware

001-35475

20-5197013

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

511 W. Freshwater Way

53204

Milwaukee,

Wisconsin

(Address of principal executive offices)

(Zip Code)

[phone]

(Registrant's telephone number, including area code)

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 $.01 par value			ZWS			The 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. ☐

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Item 2.02    Results of Operations and Financial Condition.

On July 10, 2024, Zurn Elkay Water Solutions Corporation (the “Company” or “Zurn Elkay”) issued a press release that included a preview of its expected results for the second quarter and announcing that the Company will provide further details on the quarter and the outlook during an earnings call that will be scheduled for Wednesday, July 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item, including Exhibit 99.1, is “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On July 10, 2024, the Company announced that David J. Pauli, age 42, was promoted to the position of Chief Financial Officer (CFO). Mr. Pauli will oversee all aspects of the Company’s financial operations effective immediately, including financial planning and analysis, treasury, reporting, tax, internal audit and investor relations. Mr. Pauli joined the Company in 2012, having served in various roles of increasing responsibility, most recently as Corporate Controller since 2016 and Vice President – Investor Relations since 2021. He also served as a divisional Vice President – Finance and Assistant Corporate Controller. Prior to joining the Company, Mr. Pauli spent seven years with Deloitte, a full-service accounting firm.

The Company also announced that Mark W. Peterson, age 52, who joined the Company in 2006 and has served as CFO since 2011, becomes the Company’s Chief Administrative Officer effective immediately, overseeing human resources, enterprise risk, real estate and facilities management, and environmental health and safety.

Messrs. Pauli and Peterson will continue to participate in the Company executive compensation programs, which are described in the Company’s Definitive Proxy Statement filed on Schedule 14A with the Securities and Exchange Commission on March 22, 2024.

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Item 9.01    Financial Statements and Exhibits.

Exhibit No.						Description
99.1						Press Release, dated July 10, 2024*
104						Cover Page Inline XBRL data embedded within the Inline XBRL document

*This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be "filed."

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, Zurn Elkay Water Solutions Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized this 10th day of July, 2024.

                                ZURN ELKAY WATER SOLUTIONS CORPORATION

                                By: /s/ Jeffrey J. LaValle        

                                 Jeffrey J. LaValle

                                 Vice President, General Counsel and Secretary

Exhibit 99.1

Zurn Elkay Water Solutions Promotes Dave Pauli to Chief Financial Officer; Mark Peterson to become Chief Administrative Officer

MILWAUKEE — July 10, 2024 — Zurn Elkay Water Solutions Corporation (NYSE: ZWS) announced today the promotion of Dave Pauli, 42, to the position of Chief Financial Officer (CFO). Pauli will oversee all aspects of Zurn Elkay’s financial operations effective immediately including financial planning and analysis, treasury, reporting, tax, internal audit and investor relations.

The promotion comes as Mark Peterson, 52, who joined the company in 2006 and has served as CFO since 2011, becomes the company’s Chief Administrative Officer, overseeing human resources, enterprise risk, real estate and facilities management, and environmental health and safety.

"This well-deserved promotion recognizes the breadth and depth of Dave’s leadership as well as the success of our development and succession plans,” said Todd A. Adams, Chairman and CEO. "Dave, Mark, and I have worked closely together for more than 10 years. During that time, Dave gained incredible experience across all facets of the company, preparing him to step into this role.

“Mark has been, and will continue to be, an integral partner for me. I am thrilled that he is staying on as Chief Administrative Officer and for the leadership continuity. It’s Mark’s commitment to succession planning and the Zurn Elkay Business System that has helped build deep bench strength and paved the way for a seamless transition.”

Pauli joined Zurn Elkay in 2012 as Assistant Corporate Controller, later adding responsibility for financial planning and analysis (FP&A). He went on to serve as a divisional Vice President - Finance before being named Corporate Controller in 2016. In 2021, he added investor relations to his responsibilities. Pauli began his career with Deloitte, spending seven years with the firm’s audit practice.

Second-Quarter Results

“We see our preliminary second quarter results in-line to slightly ahead of the outlook range we provided earlier in the quarter," said Adams. "We will provide further details on the quarter and our outlook during an earnings call that will be scheduled for Wednesday, July 31, 2024."

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About Zurn Elkay Water Solutions

Named one of America’s Most Responsible Companies 2024 by Newsweek for the fourth consecutive year, Zurn Elkay Water Solutions is headquartered in Milwaukee, WI, and is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety, and the environment. The Zurn Elkay product portfolio includes professional grade water safety and control products, flow systems products, hygienic and environmental products, and filtered drinking water products for public and private spaces. Visit www.zurnelkay.com for additional information about the Company.

Forward-Looking Statements

Information in this release may involve outlook, expectations, beliefs, plans, intentions, strategies or other statements regarding the future, which are forward-looking statements. These forward-looking statements involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Zurn Elkay Water Solutions Corporation as of the date of the release, and Zurn Elkay Water Solutions Corporation assumes no obligation to update any such forward-looking statements. The statements in this release are not guarantees of future performance, and actual results could differ materially from current expectations. Numerous factors could cause or contribute to such differences. Please refer to “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements” in the Company’s Form 10-K for the period ended December 31, 2023 as well as the Company’s annual, quarterly and current reports filed on Forms 10-K, 10-Q and 8-K from time to time with the SEC for a further discussion of the factors and risks associated with the business.

Investor Contact:

Dave Pauli, Chief Financial Officer

414-223-7770

Media Contact:

Angela Hersil, Vice President – Corporate Communications

855-480-5050

414-808-0199

[e-mail]

Cover Page	Jul. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 10, 2024
City Area Code	855
Local Phone Number	480-5050
Title of 12(b) Security	Common Stock $.01 par value
Entity Incorporation, State or Country Code	DE
Entity Registrant Name	ZURN ELKAY WATER SOLUTIONS CORPORATION
Entity File Number	001-35475
Entity Tax Identification Number	20-5197013
Entity Address, Address Line One	511 W. Freshwater Way
Entity Address, Postal Zip Code	53204
Trading Symbol	ZWS
Security Exchange Name	NYSE
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Central Index Key	0001439288
Entity Emerging Growth Company	false
Entity Address, City or Town	Milwaukee,
Entity Address, State or Province	WI

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