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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On October 6, 2021, Shiva Stein (“Plaintiff”) filed a complaint titled Verified Stockholder Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware (the “Court”) against Watts Water Technologies, Inc. (the “Company”) and members of its board of directors (the “Board”), captioned Shiva Stein v. Christopher L. Conway, et al., C.A. No. 2021-0859-PAF (the “Action”). In the Action, Plaintiff alleged that a certain provision of the Company’s Amended and Restated Bylaws was in violation of 8 Del. C. § 141(k) (the “Removal by the Board Provision”). Plaintiff sought a declaratory judgment that the Removal by the Board Provision was invalid and sought attorneys’ fees and expenses if the claim was successful. Although the Removal by the Board Provision had never been used to remove directors, to avoid the expense and distraction of litigation, the Company amended and restated its bylaws to eliminate the Removal by the Board Provision, rendering the Action moot. Plaintiff agreed that her claim was moot and filed a notice and proposed order to dismiss her claim.
On November 15, 2021, the Court entered an order providing that the Action would be dismissed with prejudice as to Plaintiff (the “Order”). The Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of plaintiff’s counsel for an award of attorneys’ fees and reimbursement of expenses (the “Fee Application”). Without admitting that the allegations in the Complaint had merit, the Company decided it would be in its and its stockholders’ best interests to resolve the Fee Application and avoid further litigation of the issue by agreeing to pay $50,000 in fees and expenses to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of their claim for attorneys’ fees and expenses in the Action. On December 17, 2021, the Court entered a stipulated order requiring the Company to issue this notice. The Court has not been asked to review, and will pass no judgment on, the amount of attorneys’ fees and expenses the Company has agreed to pay to Plaintiff’s counsel.
SIGNATURE
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.
Date: December 21, 2021 | WATTS WATER TECHNOLOGIES, INC. | |
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| By: | /s/ Kenneth R. Lepage |
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| Kenneth R. Lepage |
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| General Counsel, Chief Sustainability Officer & Secretary |
