8-KLeadership Changes

American Water Works Company, Inc. 8-K Report, Executive Changes (Nov 17, 2009)

Filed November 17, 2009For Securities:AWK

Summary

American Water Works Company, Inc. (AWK) filed an 8-K on November 17, 2009, detailing significant changes to its board of directors contingent upon the consummation of a stock offering by RWE Aqua Holdings GmbH. The offering, expected to significantly reduce RWE's ownership, will lead to the resignation of three RWE designees: Dr. Rolf Pohlig, Dr. Manfred Doess, and Andreas Zetzsche. These resignations are set to take effect upon the completion of the stock sale.

Key Highlights

  • 1RWE Aqua Holdings GmbH is conducting an offering of American Water Works Company, Inc. (AWK) common stock.
  • 2Upon completion of the offering, RWE's ownership stake will be reduced to approximately 2.1% or potentially zero.
  • 3Three RWE designees (Dr. Rolf Pohlig, Dr. Manfred Doess, and Andreas Zetzsche) will resign from AWK's board of directors.
  • 4The directors' resignations are conditional on the consummation of the offering and will become effective upon its completion.
  • 5If the resignations occur, AWK's board will be reduced to eight members.
  • 6Post-resignation, seven out of the eight board members will be independent directors, meeting SEC and NYSE standards.

Frequently Asked Questions

The primary event reported is the planned resignation of three directors who are designees of RWE Aqua Holdings GmbH, contingent upon the completion of RWE's offering of American Water Works Company, Inc. (AWK) stock. This offering will significantly reduce RWE's ownership in AWK.

The directors are resigning because RWE Aqua Holdings GmbH is selling a substantial portion of its shares in American Water Works Company, Inc. As RWE's ownership diminishes to a very small percentage or zero, its ability to have designees on the board is reduced accordingly.

If the offering and subsequent resignations occur as planned, the board will be reduced from its current size (implied to be 11) to eight members. Importantly, seven of these eight directors will be independent, meeting SEC and New York Stock Exchange requirements, which generally signals strong corporate governance.

This specific 8-K filing focuses on changes in directors and officers. It mentions an 'offering' and a preliminary prospectus supplement dated November 16, 2009, which would contain financial details, but those details are not included in the provided text of the 8-K itself. This filing is primarily about corporate governance changes.