Form 8-K (1/25/12)
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):            January 25, 2012
 
MUELLER WATER PRODUCTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
0001-32892
20-3547095
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
                                
1200 Abernathy Road, Suite 1200
Atlanta, Georgia 30328
(Address of Principal Executive Offices)
 
(770) 206-4200
(Registrant's telephone number, including area code)
 
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:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
 
 











Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 25, 2012, the board of directors of Mueller Water Products, Inc. (the “Company”) approved an amendment, effective immediately, to each of section 3.02 of the Company's amended and restated bylaws (the “Bylaws”) and section 5.2 of the Company's second restated certificate of incorporation (the “Certificate”) to reduce the maximum number of directors who may serve at any one time from 12 to 11.

Copies of the Bylaws and the Certificate, including the amendments approved by the board of directors on January 25, 2012, are included as exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on January 25, 2012. The stockholders of the Company voted on the following four items:
 
1
The election of 11 directors to terms ending in 2013.
 
2
Executive compensation (on an advisory basis).
 
3
Amendments to the Amended and Restated 2006 Stock Incentive Plan.
 
4
Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2012.
 The final voting results were as follows:
 
 
 
 
 
 
  
Number of shares
outstanding at
the record date
  
Total shares
present in person or
by proxy
 
 
 
common stock
  
155,801,883
  
134,882,802
Proposal 1. Each of the directors listed below was re-elected as a director of the Company. The nominees for director were elected based on the following votes.
 
 
 
 
 
 
 
 
Director
  
 Votes For
  
Votes Withheld
  
Broker Non-Votes
Totals
  
 
 
 
  
29,029,904
Howard L. Clark, Jr.
  
104,824,538
 
1,028,360
  
 
Shirley C. Franklin
  
105,074,218
  
778,680
  
 
Thomas J. Hansen
 
105,003,587
  
849,311
  
 
Gregory E. Hyland
  
103,804,583
  
2,048,315
  
 
Jerry W. Kolb
 
99,153,587
  
6,699,311
  
 
Joseph B. Leonard
  
104,161,875
  
1,691,023
  
 
Mark J. O'Brien
  
104,230,845
  
1,622,053
  
 
Bernard G. Rethore
  
99,100,390
  
6,752,508
  
 
Neil A. Springer
  
99,187,253
  
6,665,645
  
 
Lydia W. Thomas
  
105,028,934
  
823,964
  
 
Michael T. Tokarz
  
98,451,758
  
7,401,140
  
 
 

















Proposal 2. The proposal to approve, on an advisory basis, the executive compensation of the Company's named executive officers, as disclosed in the proxy statement dated December 14, 2011, received the following votes.

 
 
 
 
Votes for approval
  
102,350,680
  
Votes for approval as a percentage of votes cast
  
75.88%
 
Votes against approval
 
2,970,837
  
Abstentions
  
531,381
  
Broker Non-Votes
 
29,029,904
  
 

Proposal 3. The proposal to approve amendments to the Amended and Restated 2006 Stock Incentive Plan received the following votes.
 
 
 
 
Votes for approval
  
101,197,303
  
Votes for approval as a percentage of votes cast
  
75.03%
 
Votes against approval
  
4,420,281
  
Abstentions
  
235,314
  
Broker Non-Votes
  
29,029,904
  
 
Proposal 4. The proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2012 received the following votes.
 
 
 
 
 
Votes for approval
  
134,031,876
  
Votes for approval as a percentage of votes cast
  
99.37%
 
Votes against approval
  
497,370
  
Abstentions
  
353,556
  
 
Item 9.01.
Exhibit
(d) Exhibits.

3.1    Amended and restated bylaws
3.2    Second restated certificate of incorporation























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.
 
Dated:  January 25, 2012
MUELLER WATER PRODUCTS, INC.
 
 
 
 
 
 
 
By:
/s/ Evan L. Hart
 
 
 
Evan L. Hart
 
 
Senior Vice President and Chief Financial Officer