Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.

To make up for our complete lack of a right to act by written consent we need the right of 10% of shares to call for a special shareholder meeting. Hundreds of major companies provide shareholders with the right to act by written consent.

Certain companies, that do not provide for a shareholder right to act by written consent, have a more reasonable stock ownership threshold to call for a special shareholder meeting. Southwest Airlines is an example of a company that does not provide for shareholder written consent and yet provides for 10% of shares to call for a special shareholder meeting.

Calling a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call a special shareholder meeting is that it gives shareholders a Plan B option if management is not interested in good faith shareholder engagement

This proposal has consistently received more than 40%-support at recent Xylem shareholder meetings.

It is important to remember that it took much more Xylem shareholder conviction - based on the merits - to vote for this proposal than to reflexively vote according to the Xylem Board of Directors instructions.

The consistent 40%+ votes likely represented 50%+ majority votes from the Xylem shareholders who have access to independent proxy voting advice. It is long overdue that companies take action on 50%+ majority votes from shareholders who have access to independent proxy voting advice.

With the widespread use of online shareholder meetings it is much easier for Xylem to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.