8-KLeadership ChangesShareholder MattersOther Events+1

American Water Works Company, Inc. 8-K Report, Executive Changes (May 14, 2014)

Filed May 14, 2014For Securities:AWK

Summary

This 8-K filing from American Water Works Company, Inc. (AWK) on May 14, 2014, primarily reports on a significant leadership transition and the outcomes of the 2014 Annual Meeting of Stockholders. The most investor-relevant information is the appointment of Susan N. Story as President and Chief Executive Officer, effective May 9, 2014. This transition is accompanied by an updated employment agreement detailing her new compensation package, including an increased base salary, revised incentive plan targets, and new long-term equity awards tied to performance metrics. Additionally, the filing provides the results of the stockholder meeting, confirming the election of directors, ratification of PricewaterhouseCoopers LLP as the independent auditor, and approval of executive compensation on an advisory basis. The reconstitution of board committees is also noted. Investors should note the details of Ms. Story's compensation and equity awards, as these represent a material change in executive remuneration and align her incentives with company performance.

Key Highlights

  • 1Susan N. Story appointed President and CEO, effective May 9, 2014.
  • 2Ms. Story's employment agreement includes a new base salary of $700,000.
  • 3Revised Annual Incentive Plan (AIP) target increased to 100% of base salary.
  • 4Long-Term Incentive Plan (LTIP) target increased to 200% of base salary, with additional equity grants.
  • 5Additional LTIP grants include performance share units (PSUs) tied to total stockholder return and operational metrics.
  • 6All director nominees were elected at the 2014 Annual Meeting of Stockholders.
  • 7PricewaterhouseCoopers LLP ratified as the independent registered public accounting firm.

Frequently Asked Questions

Susan N. Story has been appointed as the President and Chief Executive Officer of American Water Works Company, Inc., effective May 9, 2014. She previously served as the Senior Vice President and Chief Financial Officer.

Ms. Story's new compensation includes an annual base salary of $700,000, a target payout under the Annual Incentive Plan (AIP) of 100% of her base salary, and a target payout under the Long-Term Incentive Plan (LTIP) of 200% of her base salary. She also received additional LTIP grants, including performance share units (PSUs) and restricted stock units, along with a stock option.

The advisory vote on executive compensation at the 2014 Annual Meeting of Stockholders was approved, with 129,518,815 votes for, 3,455,835 votes against, and 1,082,959 abstentions.

Yes, all director nominees presented at the 2014 Annual Meeting of Stockholders were elected to serve until the 2015 Annual Meeting.