8-KShareholder MattersOther Events

American Water Works Company, Inc. 8-K Report, Shareholder Vote Results (May 17, 2012)

Filed May 17, 2012For Securities:AWK

Summary

This Form 8-K filing from American Water Works Company, Inc. (AWK) on May 17, 2012, reports the results of its 2012 Annual Meeting of Stockholders held on May 11, 2012. The meeting saw strong shareholder support for the election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and an advisory vote on executive compensation. These outcomes indicate continued confidence from shareholders in the company's leadership and financial oversight. A notable outcome was the rejection of a stockholder proposal regarding an amendment to the Company's Annual Incentive Plan. Additionally, the board of directors reconstituted its committees, with leadership changes and assignments across the Audit, Compensation, Finance, and Nominating/Corporate Governance committees. Investors can interpret these events as reaffirming the company's operational and governance stability.

Key Highlights

  • 1All director nominees were overwhelmingly elected to serve until the 2013 Annual Meeting.
  • 2PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2012 with substantial shareholder approval.
  • 3The advisory vote on executive compensation received strong support from shareholders.
  • 4A stockholder proposal to amend the Company's Annual Incentive Plan was not approved.
  • 5The Board of Directors reconstituted its Audit, Compensation, Finance, and Nominating/Corporate Governance committees.
  • 6A quorum of 89% of the Company's common stock was represented at the meeting, indicating high shareholder engagement.

Frequently Asked Questions

The key outcomes included the re-election of all director nominees, the ratification of the independent auditor (PricewaterhouseCoopers LLP), and approval of the advisory vote on executive compensation. However, a stockholder proposal concerning an amendment to the Annual Incentive Plan was not approved.

Yes, the advisory vote on executive compensation was approved by a significant majority of shareholders, indicating their support for the company's compensation policies.

The Stockholder Proposal to amend the Company's Annual Incentive Plan was not approved, receiving a 'For' vote of approximately 4 million shares compared to over 133 million 'Against' votes.

Yes, on May 11, 2012, the board of directors reconstituted the membership of its Audit, Compensation, Finance, and Nominating/Corporate Governance committees, with specific individuals appointed to chair and serve on each.