8-KLeadership Changes

American Water Works Company, Inc. 8-K Report, Executive Changes (Mar 25, 2013)

Filed March 25, 2013For Securities:AWK

Summary

This Form 8-K filing by American Water Works Company, Inc. (AWK) on March 25, 2013, primarily details changes in its board of directors and executive officer arrangements. The company announced the appointment of Mr. Paul Evanson as an independent director, who will also serve on the finance and compensation committees. This appointment is effective immediately and is subject to standard board compensation structures. Furthermore, the filing provides an update on the departure and retirement plans of Ellen C. Wolf, the Senior Vice President and Chief Financial Officer. Ms. Wolf's cessation of service as CFO was previously announced for April 1, 2013. This report clarifies her transition period, which extends to May 1, 2013, during which she will receive her current compensation and benefits. Post-retirement, she will be available for consultation on a limited basis for an additional fee, and certain stock options and performance units will vest.

Key Highlights

  • 1Appointment of Paul Evanson as an independent director, effective March 21, 2013.
  • 2Mr. Evanson will serve on the company's finance and compensation committees.
  • 3Mr. Evanson will receive prorated compensation, including retainer fees, committee meeting fees, and stock units.
  • 4Update on Ellen C. Wolf's transition and retirement as Senior Vice President and Chief Financial Officer.
  • 5Ms. Wolf's transition period extends to May 1, 2013, with continued compensation and benefits.
  • 6Post-retirement consultation services from Ms. Wolf will be compensated at $370 per hour.
  • 7Certain of Ms. Wolf's stock options and performance stock units will fully vest upon her retirement.

Frequently Asked Questions

Mr. Paul Evanson was appointed as an independent director to the board of American Water Works Company, Inc. on March 21, 2013. He will also serve on the finance and compensation committees.

Ellen C. Wolf's cessation of service as Senior Vice President and Chief Financial Officer was scheduled for April 1, 2013. This filing clarifies her transition period until May 1, 2013, during which she will continue to receive her current compensation and benefits. She will then retire but has agreed to provide limited consultation services post-retirement.

Ms. Wolf's retirement agreement includes the full vesting of certain stock options and performance stock units. She will also receive prorated annual incentive plan awards. Post-retirement, she can be compensated at approximately $370 per hour for consultation services requested by the company.

Mr. Evanson will receive a prorated annual retainer of $60,000, a $1,500 fee for each board committee meeting attended, and reimbursement for meeting expenses. He will also receive a prorated share of the annual equity compensation, equivalent to 215 stock units for the remainder of his term expiring at the 2013 Annual Meeting of Stockholders.