May 10, 20230001410636false00014106362023-05-102023-05-10
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): May 10, 2023
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| | | | | |
| Delaware | 51-0063696 |
(State or other jurisdiction
of incorporation) | (IRS Employer
Identification No.) |
1 Water Street
Camden, NJ 08102-1658
(Address of principal executive offices, including zip code)
(856) 955-4001
(Registrant’s telephone number, including area code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common stock, par value $0.01 per share | | AWK | | 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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) of American Water Works Company, Inc., a Delaware corporation (the “Company”), was held on May 10, 2023. An aggregate of 170,112,461 shares, or 87.4% of the Company’s issued and outstanding common stock as of March 17, 2023, the record date for the 2023 Annual Meeting, was represented in person or by proxy at the 2023 Annual Meeting, constituting a quorum. The results of voting at the 2023 Annual Meeting on each of the matters submitted to a vote of the Company’s shareholders thereat is as set forth below.
1.The following ten nominees were elected as directors of the Company for a term expiring at the 2024 Annual Meeting of Shareholders, and until their successors are duly elected and qualified, and received the votes set forth adjacent to their names below:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
| Jeffrey N. Edwards | | 148,700,633 | | | 5,916,921 | | | 117,888 | | | 15,377,019 | |
| Martha Clark Goss | | 146,785,266 | | | 7,834,084 | | | 116,092 | | | 15,377,019 | |
| M. Susan Hardwick | | 153,559,117 | | | 918,131 | | | 258,194 | | | 15,377,019 | |
| Kimberly J. Harris | | 148,560,052 | | | 6,070,618 | | | 104,772 | | | 15,377,019 | |
| Laurie P. Havanec | | 153,845,505 | | | 635,411 | | | 254,526 | | | 15,377,019 | |
| Julia L. Johnson | | 147,292,073 | | | 7,316,314 | | | 127,055 | | | 15,377,019 | |
| Patricia L. Kampling | | 149,455,024 | | | 5,176,774 | | | 103,644 | | | 15,377,019 | |
| Karl F. Kurz | | 151,269,097 | | | 3,346,778 | | | 119,567 | | | 15,377,019 | |
| Michael L. Marberry | | 153,415,544 | | | 1,056,242 | | | 263,656 | | | 15,377,019 | |
| Admiral James G. Stavridis | | 143,177,261 | | | 11,436,720 | | | 121,461 | | | 15,377,019 | |
2.The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 144,753,012 | | 9,575,720 | | 406,710 | | 15,377,019 |
3.The shareholders approved, on an advisory basis, the frequency of the approval, on an advisory basis, of the compensation of the Company’s named executive officers, by the following vote:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Every Year | | Every Two Years | | Every Three Years | | Abstain | | Broker Non-Votes |
| 152,220,671 | | 209,153 | | 2,111,290 | | 194,328 | | 15,377,019 |
Consistent with the results of this vote, the Company will continue to implement an annual vote, on an advisory basis, of the compensation of the Company’s named executive officers, until the next required vote, on an advisory basis, on the frequency of such votes, which, pursuant to Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, will occur no later than the Company’s 2029 Annual Meeting of Shareholders.
4.The ratification of the appointment, by the Audit, Finance and Risk Committee of the Board of Directors (the “Board”), of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023, was approved by the following vote:
| | | | | | | | | | | | | | |
| For | | Against | | Abstain |
| 155,886,910 | | 14,064,872 | | 160,679 |
5.The following non-binding shareholder proposal was not approved by the following vote:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Shareholder Proposal | | For | | Against | | Abstain | | Broker Non-Votes |
| Racial Equity Audit | | 60,550,365 | | 90,744,739 | | 3,440,338 | | 15,377,019 |
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.
| | | | | | | | | | | | | | |
| | | | AMERICAN WATER WORKS COMPANY, INC. |
| | | | | |
| Dated: | May 12, 2023 | | By: | /s/ JOHN C. GRIFFITH |
| | | | | John C. Griffith |
| | | | | Executive Vice President and Chief Financial Officer |