Document
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
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Delaware | 51-0063696 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
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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: |
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Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
Jeffrey N. Edwards | | 137,451,276 |
| | 264,166 |
| | 398,511 |
| | 21,839,248 |
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Martha Clark Goss | | 133,861,043 |
| | 3,870,770 |
| | 382,140 |
| | 21,839,248 |
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Veronica M. Hagen | | 137,430,458 |
| | 293,737 |
| | 389,758 |
| | 21,839,248 |
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Julia L. Johnson | | 136,134,443 |
| | 1,587,731 |
| | 391,779 |
| | 21,839,248 |
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Karl F. Kurz | | 137,395,858 |
| | 321,610 |
| | 396,485 |
| | 21,839,248 |
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George MacKenzie | | 134,240,736 |
| | 3,481,024 |
| | 392,193 |
| | 21,839,248 |
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James G. Stavridis | | 137,411,761 |
| | 305,492 |
| | 396,700 |
| | 21,839,248 |
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Susan N. Story | | 133,926,302 |
| | 3,801,823 |
| | 385,828 |
| | 21,839,248 |
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2. | The stockholders approved, on an advisory basis, the compensation of our named executive officers by the following vote: |
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For | | Against | | Abstain | | Broker Non-Votes |
133,661,315 |
| | 3,819,135 |
| | 633,503 |
| | 21,839,248 |
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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: |
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For | | Against | | Abstain |
154,461,016 |
| | 5,016,547 |
| | 475,638 |
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4. | The following non-binding stockholder proposals were not approved by the following votes: |
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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 |
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Lobbying Expenditures | | 52,460,422 |
| | 77,817,643 |
| | 7,835,888 |
| | 21,839,248 |
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Political Contributions | | 53,820,194 |
| | 81,466,463 |
| | 2,827,296 |
| | 21,839,248 |
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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:
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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.
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| | AMERICAN WATER WORKS COMPANY, INC. |
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Dated: May 11, 2018 | | By: | /s/ MICHAEL A. SGRO |
| | | Michael A. Sgro |
| | | Executive Vice President, General Counsel and Secretary |