8-KShareholder Matters

American Water Works Company, Inc. 8-K Report, Shareholder Vote Results (May 13, 2016)

Filed May 13, 2016For Securities:AWK

Summary

This 8-K filing reports the results of American Water Works Company, Inc.'s 2016 Annual Meeting of Stockholders held on May 13, 2016. A significant majority of the company's stock was represented, indicating strong shareholder engagement. The meeting's primary purpose was to vote on key corporate governance matters, including the election of directors, advisory approval of executive compensation, and ratification of the independent auditor. All proposals presented received substantial support from shareholders. Investors should note the overwhelming approval for the re-election of all nine director nominees, suggesting confidence in the current board's leadership. Furthermore, the advisory vote on executive compensation also passed with a significant majority, indicating general shareholder satisfaction with the company's compensation practices. The ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2016 also received strong backing, affirming confidence in the company's financial reporting and oversight.

Key Highlights

  • 1High shareholder turnout with 89.6% of outstanding common stock represented at the 2016 Annual Meeting.
  • 2All nine director nominees were elected for terms expiring at the 2017 Annual Meeting, receiving strong 'For' votes.
  • 3The advisory resolution to approve the compensation of named executive officers passed with a substantial majority.
  • 4PricewaterhouseCoopers LLP was ratified as the Company's independent registered public accounting firm for 2016, with overwhelming shareholder approval.
  • 5A significant number of 'Broker Non-Votes' were recorded for director elections and executive compensation votes, common in such meetings.
  • 6The results indicate broad shareholder support for the company's leadership, governance, and auditor.
  • 7The meeting confirmed a quorum and the successful transaction of all submitted business items.

Frequently Asked Questions

The primary outcomes were the election of nine directors, the advisory approval of executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2016. All these proposals received significant shareholder support.

There was a high level of shareholder participation, with 89.6% of the company's issued and outstanding common stock represented at the meeting, either in person or by proxy. This constituted a quorum.

No, all proposals received very strong support. The 'For' votes far outweighed the 'Against' and 'Abstain' votes for the director elections, executive compensation advisory vote, and the ratification of the independent auditor. The highest 'Against' vote was for the executive compensation advisory resolution, but it still passed comfortably.

'Broker Non-Votes' occur when a broker holding shares in 'street name' for a beneficial owner does not receive voting instructions from the owner for certain proposals. For non-routine matters (like director elections and executive compensation), brokers may not be able to vote these shares. However, for routine matters like ratifying the auditor, brokers can vote shares even without specific instructions.