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Section 1: 8-K (8-K - 2018 ANNUAL MEETING)

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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 11, 2018

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.)
 1025 Laurel Oak Road
Voorhees, NJ 08043
(Address of principal executive offices, including zip code)
(856) 346-8200
(Registrant’s telephone number, including area code)
(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))
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 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 5.07.     Submission of Matters to a Vote of Security Holders.
The 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) of American Water Works Company, Inc., a Delaware corporation (the “Company”), was held on May 11, 2018. An aggregate of 159,953,201 shares, or 89.8% of the Company’s issued and outstanding common stock as of March 15, 2018, the record date for the 2018 Annual Meeting, was represented in person or by proxy at the 2018 Annual Meeting, constituting a quorum. The results of voting at the 2018 Annual Meeting on each of the matters submitted to a vote of the Company’s stockholders thereat is as set forth below.
1.
The following eight nominees were elected as directors of the Company for a term expiring at the 2019 Annual Meeting of Stockholders, 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
 
137,451,276

 
264,166

 
398,511

 
21,839,248

Martha Clark Goss
 
133,861,043

 
3,870,770

 
382,140

 
21,839,248

Veronica M. Hagen
 
137,430,458

 
293,737

 
389,758

 
21,839,248

Julia L. Johnson
 
136,134,443

 
1,587,731

 
391,779

 
21,839,248

Karl F. Kurz
 
137,395,858

 
321,610

 
396,485

 
21,839,248

George MacKenzie
 
134,240,736

 
3,481,024

 
392,193

 
21,839,248

James G. Stavridis
 
137,411,761

 
305,492

 
396,700

 
21,839,248

Susan N. Story
 
133,926,302

 
3,801,823

 
385,828

 
21,839,248


2.
The stockholders approved, on an advisory basis, the compensation of our named executive officers by the following vote:
For
 
Against
 
Abstain
 
Broker Non-Votes
133,661,315

 
3,819,135

 
633,503

 
21,839,248

3.
The ratification of the appointment, by the Audit Committee of the Board of Directors (the “Board”), of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018, was approved by the following vote:

For
 
Against
 
Abstain
154,461,016

 
5,016,547

 
475,638


4.
The following non-binding stockholder proposals were not approved by the following votes:
Proposal Name
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Human Right to Water and Sanitation
 
18,371,982

 
115,527,756

 
4,214,215

 
21,839,248

Lobbying Expenditures
 
52,460,422

 
77,817,643

 
7,835,888

 
21,839,248

Political Contributions
 
53,820,194

 
81,466,463

 
2,827,296

 
21,839,248







Item 8.01.    Other Events.
Appointment of Chairman and Board Committee Members
Following the 2018 Annual Meeting, the Board appointed director Karl F. Kurz to serve as Chairman of the Board and the following directors to be members of the Board’s standing committees, effective as of May 11, 2018 and until the 2019 Annual Meeting of Shareholders or until his or her earlier death, resignation or removal:
Committee
 
Members
Audit, Finance and Risk
 
Martha Clark Goss (Chair), Jeffrey N. Edwards, George MacKenzie and Admiral James G. Stavridis
Executive Development and Compensation
 
Julia L. Johnson (Chair), Martha Clark Goss and Veronica M. Hagen
Nominating/Corporate Governance
 
George MacKenzie (Chair), Veronica M. Hagen and Julia L. Johnson
Safety, Environmental, Technology and Operations
 
Veronica M. Hagen (Chair), Jeffrey N. Edwards and Admiral James G. Stavridis
Implementation of Provisional Water and Wastewater Rates in New Jersey
On May 11, 2018, New Jersey-American Water Company, Inc. (“NJAWC”), a wholly owned subsidiary of the Company, filed to implement approximately $75 million in provisional rates for water and wastewater service while the New Jersey Board of Public Utilities (the “NJBPU”) reviews NJAWC’s general rate case, which was filed on September 15, 2017. In this general rate case, NJAWC has requested $117 million in additional annualized water and wastewater revenues, which reflect the reduction in the federal corporate income tax rate resulting from the Tax Cuts and Jobs Act. The provisional rates will take effect on June 15, 2018 and will remain in effect, subject to refund, until the NJPBU renders its final decision on NJAWC’s general rate case, which is expected later in 2018.







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 11, 2018
 
By:
/s/ MICHAEL A. SGRO
 
 
 
Michael A. Sgro
 
 
 
Executive Vice President, General Counsel and Secretary



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