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): February 7, 2011 


 



 



    Watts Water Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 



    Delaware
    001-11499
    04-2916536

    (State or other juris-
 diction of incorporation
    (Commission 
 File Number)
    (IRS Employer
 Identification No.)

 



    815 Chestnut Street, North Andover, MA
    01845

    (Address of principal executive offices)
    (Zip Code)

 

Registrant’s telephone number, including
area code: (978) 688-1811

 



 

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 “Registrant”) and
Merilee Raines entered into an indemnification agreement dated as of February 7, 2011 in connection with her election as a Director
of the Registrant.



The indemnification agreement entered into between the Registrant and Ms. Raines is the Registrant’s standard form of indemnification
agreement, a copy of which was filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2008. The indemnification agreement provides indemnity, including the advancement of expenses, to the directors and certain
officers of the Registrant 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.

 

Election of Director

 

On February 7, 2011, the Board of Directors of the Registrant elected
Merilee Raines to serve as a member of the Registrant’s Board of Directors until the Registrant’s 2011 Annual Meeting
of Stockholders or until her successor has been duly elected and qualified. Ms. Raines was also appointed by the Board to serve
as a member of each of the Audit Committee and the Nominating and Corporate Governance Committee of the Board of Directors.

 

Ms. Raines, age 55, has served
as Chief Financial Officer of IDEXX Laboratories, Inc. since October 2003. Prior to becoming Chief Financial Officer, Ms. Raines
held several management positions with IDEXX Laboratories, including Corporate Vice President of Finance, Vice President and Treasurer
of Finance, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures and distributes diagnostic and
information technology products and services for pet and production animal health, water quality and milk safety, and human point-of-care
diagnostics. Ms. Raines earned a bachelor’s degree in mathematics
from Bowdoin College and an MBA from the University of Chicago.

 

Ms. Raines will receive a full quarterly installment of the cash
retainer for non-employee directors for the first quarter of 2011 in the amount of $15,000. Ms. Raines will also receive a pro-rated
grant of stock for the current Board term under the Registrant’s 2004 Stock Incentive Plan with a fair market value equal
to $15,000 based on the last sale price per share of the Registrant’s Class A Common Stock on the New York Stock Exchange
on the third business day after the date that the Registrant releases its final earnings results for the quarter and year ended
December 31, 2010.

 

There are no transactions in which Ms. Raines has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

 

The disclosure contained in Item 1.01 is incorporated herein by
reference.

 


    
 
    
 
    

Departure of Directors

 

On February 7, 2011, Kenneth J. McAvoy, a Director of the Registrant,
informed the Board of his decision not to stand for re-election at the Registrant’s 2011 Annual Meeting of Stockholders,
which will be held on May 11, 2011. Mr. McAvoy advised the Board that his decision was made for personal reasons and was not the
result of any dispute or disagreement with the Registrant on any matter relating to the Registrant’s operations, policies
or practices. Mr. McAvoy currently serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

 

The Registrant’s Corporate
Governance Guidelines provide that no member of the Board shall be nominated by the Board to serve as a director of the
Registrant after he or she has passed his or her 72nd birthday, unless the Board has voted to waive the mandatory retirement
age of such person as a director. Gordon W. Moran, a Director of the Registrant, has passed his 72nd birthday, and therefore
Mr. Moran will also not stand for re-election at the Registrant’s 2011 Annual Meeting of Stockholders.

 

 

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: February 8, 2011
    
        
WATTS WATER TECHNOLOGIES,
        INC.
        
 

     
    By:
    
        
/s/ Kenneth R. Lepage
        
__________________________________
        
Kenneth R. Lepage
        
General Counsel