8-K

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 15, 2019

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))

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, par value $0.01 per share	MWA	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	o
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.		o

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

On July 15, 2019, the board of directors (the “Board”) of Mueller Water Products, Inc. (the “Company”), upon recommendation by the Company’s Nominating and Corporate Governance Committee, elected Stephen C. Van Arsdell to serve as an independent director of the Company, effective immediately. Mr. Van Arsdell will also serve as a member of the Company’s Audit Committee.

There are no arrangements or understandings between Mr. Van Arsdell and any other persons pursuant to which Mr. Van Arsdell was appointed as a director of the Company. There are no transactions in which Mr. Van Arsdell has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Van Arsdell will receive compensation for his service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors, except that, in lieu of the annual equity grant, which will not be available to Mr. Van Arsdell because of the terms of the Company’s Second Amended and Restated 2006 Stock Incentive Plan, Mr. Van Arsdell will receive an initial equity award of restricted stock units valued at $45,000. A description of the Company’s non-employee director compensation program can be found in the Company’s proxy statement on Schedule 14A under the heading “Director Compensation”, which was filed with the Securities and Exchange Commission on December 13, 2018. Mr. Van Arsdell will also enter into the Company’s standard indemnification agreement with directors.

As a result of Mr. Van Arsdell’s election to the Board, the Board now consists of ten directors.

A copy of the Company’s press release announcing Mr. Van Arsdell’s appointment is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit 99.1	Press Release, dated July 15, 2019.

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:  July 16, 2019	MUELLER WATER PRODUCTS, INC.
	By:	/s/ J. Scott Hall
		J. Scott Hall
		President and Chief Executive Officer

EX-99.1

Stephen C. Van Arsdell Appointed to Mueller Water Products’ Board of Directors

ATLANTA, GA, July 15, 2019 - Mueller Water Products, Inc. (NYSE: MWA) announced today that Stephen C. Van Arsdell was appointed to its board of directors.

Mr. Van Arsdell is a former Senior Partner of Deloitte LLP, where he served as Chairman, Chief Executive Officer, and Chief Quality Officer of Deloitte & Touche LLP (“D&T”), Deloitte’s accounting, auditing, capital markets, and risk advisory subsidiary, from June of 2010 through June of 2012. As CEO of D&T, he was fully responsible for leading a multi-billion dollar professional practice with over 15,000 professionals.

Mr. Van Arsdell was also a member of Deloitte’s board and its Executive Committee, the senior management body of the U.S. Firm, participating actively in the development and execution of the Firm’s strategic initiatives both in the U.S. and globally. As a member of the Global Audit Leadership Team, he traveled extensively to participate in the development of the strategic plans for and in the oversight of Deloitte’s global audit practice.

Since 2015, Mr. Van Arsdell has been a member of the Audit Committee of Brown Brothers Harriman & Co. and, since 2017, a member of the First Midwest Bancorp, Inc. Audit Committee (serving as its Chair), Nominating and Corporate Governance Committee, and Advisory Committee. He also is a member of the Dean’s Advisory Council for the Gies College of Business at the University of Illinois and a member of the Board of Directors of the University of Illinois Alumni Alliance, of which he is a past Chair.

Mr. Van Arsdell earned both his Bachelor of Science degree in Accounting as a James Scholar and his Master of Accounting Science degree from the University of Illinois.

“Steve’s extensive executive leadership experience, superb accounting and financial skills, and well-recognized record of business success, add further strength to our Board,” said Mark O’Brien, Chairman of the Board of Mueller Water Products. Scott Hall, President and Chief Executive Officer said, “I believe Steve’s participation on the board will be invaluable to us as we continue to position the Company for growth.”

Forward-Looking Statements

This press release contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address activities, events or developments that we intend, expect, plan, project, believe or anticipate will or may occur in the future are forward-looking statements, including statements regarding our go-to-market strategies, operational excellence, acceleration of new product development, continued growth in our end markets, net sales growth, organic adjusted operating income and adjusted EBITDA growth, capital allocation and growth strategies and future warranty charges. Forward-looking statements are based on certain assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions and expected future developments.

About Mueller Water Products, Inc.

Mueller Water Products, Inc. (NYSE: MWA) is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Our broad product and service portfolio includes engineered valves, fire hydrants, pipe connection and repair products, metering products, leak detection, and pipe condition assessment. We help municipalities increase operational efficiencies, improve customer service and prioritize capital spending, demonstrating why Mueller Water Products is Where Intelligence Meets Infrastructure^®. Visit us at www.muellerwaterproducts.com.

Mueller refers to one or more of Mueller Water Products, Inc. a Delaware corporation (“MWP”), and its subsidiaries. MWP and each of its subsidiaries are legally separate and independent entities when providing products and services. MWP does not provide products or services to third parties. MWP and each of its subsidiaries are liable only for their own acts and omissions and not those of each other. MWP brands include Mueller®, Echologics®, Hydro Gate®, Hydro-Guard®, HYMAX®, Jones®, Krausz®, Mi.Net®, Milliken®, Pratt®, Singer®, and U.S. Pipe Valve & Hydrant. Please see muellerwp.com/brands and krauszusa.com to learn more.

Investor Relations Contact:

Whit Kincaid

770-206-4116

wkincaid@muellerwp.com

Media Contact:

Yolanda Kokayi

770-206-4131

ykokayi@muellerwp.com

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