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): May 15, 2013

 

 

WATTS WATER TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE

 

001-11499

 

04-2916536

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

815 Chestnut Street, North Andover, Massachusetts 01845

(Address of Principal Executive Offices) (Zip Code)

 

(978) 688-1811

(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 (see General Instruction A.2. below):

 

¨            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))

 

 

 


 

Item 1.01.  Entry into a Material Definitive Agreement.

 

Watts Water Technologies, Inc. (the “Company”) and Joseph T. Noonan entered into an indemnification agreement dated as of May 15, 2013 in connection with his election as a Director of the Company.

 

The indemnification agreement entered into between the Company and Mr. Noonan is the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.  The indemnification agreement provides indemnity, including the advancement of expenses, to the directors and certain officers of the Company against liabilities incurred in the performance of their duties to the fullest extent permitted by the General Corporation Law of the State of Delaware.

 

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

 

1.                                      Second Amended and Restated 2004 Stock Incentive Plan

 

At the Company’s 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) held on Wednesday, May 15, 2013, the Company’s stockholders approved the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan became effective upon approval by the Company’s stockholders.

 

The provisions of the Stock Incentive Plan are described in the proxy statement for the 2013Annual Meeting under “Proposal 4 - Approval of the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan,” which description is attached hereto as Exhibit 99.1 and incorporated herein by reference. The description of the Stock Incentive Plan is qualified in its entirety by reference to the complete text of the Stock Incentive Plan, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

2.                                      Executive Incentive Bonus Plan

 

At the 2013 Annual Meeting, the Company’s stockholders approved the Watts Water Technologies, Inc. Executive Incentive Bonus Plan (the “Bonus Plan”). The Bonus Plan will be effective as of January 1, 2014.

 

The provisions of the Bonus Plan are described in the proxy statement for the 2013 Annual Meeting under “Proposal 3 - Approval of the Watts Water Technologies, Inc. Executive Incentive Bonus Plan,” which description is attached hereto as Exhibit 99.3 and incorporated herein by reference. The description of the Bonus Plan is qualified in its entirety by reference to the complete text of the Bonus Plan, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders

 

The 2013 Annual Meeting was held on Wednesday, May 15, 2013.

 

The results of the voting on the proposals considered at the 2013 Annual Meeting were as follows:

 

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1.                                      Election of Directors

 

Each of the following nine persons was elected as a Director of the Company for a term expiring at the Company’s 2014 Annual Meeting of Stockholders and until such Director’s successor is duly elected and qualified.

 

The voting results were as follows:

 

Director 

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Robert L. Ayers

 

89,433,275

 

1,396,748

 

1,793,529

 

Bernard Baert

 

90,720,532

 

109,491

 

1,793,529

 

Kennett F. Burnes

 

90,717,022

 

113,001

 

1,793,529

 

Richard J. Cathcart

 

89,417,533

 

1,412,490

 

1,793,529

 

David J. Coghlan

 

90,722,512

 

107,511

 

1,793,529

 

W. Craig Kissel

 

89,433,058

 

1,396,965

 

1,793,529

 

John K. McGillicuddy

 

90,705,354

 

124,669

 

1,793,529

 

Joseph T. Noonan

 

90,715,178

 

114,845

 

1,793,529

 

Merilee Raines

 

90,771,991

 

58,032

 

1,793,529

 

 

2.                                      Ratification of Independent Registered Public Accounting Firm

 

The votes regarding the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 were as follows:

 

Number of votes cast for the proposal:

 

92,350,508

 

Number of votes cast against the proposal:

 

257,528

 

Number of abstentions:

 

15,516

 

Number of broker non-votes:

 

0

 

 

3.                                      Approval of Executive Incentive Bonus Plan

 

The votes regarding the approval of the Company’s Executive Incentive Bonus Plan were as follows:

 

Number of votes cast for the proposal:

 

90,285,235

 

Number of votes cast against the proposal:

 

506,353

 

Number of abstentions:

 

38,435

 

Number of broker non-votes:

 

1,793,529

 

 

4.                                      Approval of Second Amended and Restated 2004 Stock Incentive Plan

 

The votes regarding the approval of the Second Amended and Restated 2004 Stock Incentive Plan were as follows:

 

Number of votes cast for the proposal:

 

80,893,525

 

Number of votes cast against the proposal:

 

9,899,250

 

Number of abstentions:

 

37,248

 

Number of broker non-votes:

 

1,793,529

 

 

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Item 9.01.                                        Financial Statements and Exhibits

 

(d) Exhibits.                               See Exhibit Index attached hereto.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: May 16, 2013

WATTS WATER TECHNOLOGIES, INC.

 

 

 

By:

/s/ Kenneth R. Lepage

 

 

Kenneth R. Lepage

 

 

General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Title

 

 

 

99.1

 

Text of “Proposal 4 - Approval of the Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan” from the Company’s Proxy Statement for the 2013 Annual Meeting

 

 

 

99.2

 

Watts Water Technologies, Inc. Second Amended and Restated 2004 Stock Incentive Plan

 

 

 

99.3

 

Text of “Proposal 3 - Approval of the Watts Water Technologies, Inc. Executive Incentive Bonus Plan” from the Company’s Proxy Statement for the 2013 Annual Meeting

 

 

 

99.4

 

Watts Water Technologies, Inc. Executive Incentive Bonus Plan

 

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