Item 2.02. Results of Operations and Financial Condition.
On August 2, 2023, Watts Water Technologies, Inc. (the “Company”) announced its financial results for the fiscal quarter ended June 25, 2023. The full text of the press release issued in connection with the announcement is attached as Exhibit 99 to this Current Report on Form 8-K.
The information in Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 31, 2023, the Board of Directors (the “Board”) of the Company approved amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately. The Bylaws were amended and restated to provide for mandatory advancement of expenses to directors and officers in the event of an indemnifiable event, to make Delaware the exclusive forum for litigation relating to the Delaware General Corporation Law and the Company’s internal affairs, to make federal district courts the exclusive forum for actions arising under the Securities Act of 1933, and to reflect updates to the Delaware General Corporation Law and corporate best practices, including provisions relating to remote stockholder meetings, advance notice requirements for stockholder proposals and director nominations, the appointment of proxies, and the conduct of stockholder meetings.
This description is only a summary of the changes made to the Bylaws and is qualified in its entirety by reference to the Amended and Restated Bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events
On August 2, 2023, the Company issued a press release announcing that the Board has authorized the repurchase of up to an additional $150 million of the Company’s Class A Common Stock from time to time on the open market or in privately negotiated transactions. The timing and number of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so under insider trading laws. The repurchase program may be suspended or discontinued at any time. Any repurchased shares will be available for use in connection with the Company’s stock plans and for corporate purposes.
The Company has existing written trading plans under Rule 10b5-1 of the Exchange Act in connection with its prior share repurchase program and expects to enter into a new trading plan under Rule 10b5-1 in connection with the newly authorized share repurchase program following completion of the prior repurchase program. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan.
Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
