8-KLeadership ChangesExhibits & Filings

American Water Works Company, Inc. 8-K Report, Executive Changes (Feb 14, 2018)

Filed February 14, 2018For Securities:AWK

Summary

American Water Works Company, Inc. (AWK) announced significant changes to its Board of Directors in an 8-K filing dated February 14, 2018. The company appointed two new independent directors, Jeffrey N. Edwards and Admiral James Stavridis, effective March 1, 2018. These appointments are intended to enhance the board's expertise and oversight. In addition to new director appointments, the company is restructuring its board committees. The Audit Committee and the Finance and Risk Committee will be combined into a new Audit, Finance and Risk Committee, while a new Safety, Environmental, Technology and Operations (SETO) Committee will be formed. These changes, effective April 19, 2018, reflect a strategic alignment of board responsibilities with key operational and governance areas. Investors should note the board composition and committee changes as they can influence corporate strategy and risk management.

Key Highlights

  • 1Appointment of two new independent directors: Jeffrey N. Edwards and Admiral James Stavridis, effective March 1, 2018.
  • 2New directors will receive prorated annual cash retainer of $100,000 and equity compensation of $105,000, both subject to service duration.
  • 3Directors' compensation includes reimbursement for meeting expenses and continuing education.
  • 4Combination of Audit Committee and Finance and Risk Committee into a new Audit, Finance and Risk Committee, effective April 19, 2018.
  • 5Creation of a new standing committee: Safety, Environmental, Technology and Operations (SETO) Committee, effective April 19, 2018.
  • 6Mr. Edwards and Admiral Stavridis have no material direct or indirect interest in any company transactions requiring reporting under Item 404(a).
  • 7The filing incorporates by reference a press release dated February 14, 2018, announcing these board changes.

Frequently Asked Questions

The new independent directors appointed are Jeffrey N. Edwards and Admiral James Stavridis. Their terms begin on March 1, 2018.

The new directors will receive a prorated annual cash retainer of $100,000 and a prorated equity compensation of $105,000, paid in stock units. They will also be reimbursed for expenses related to board and committee meetings and for one continuing education program per year.

Effective April 19, 2018, the Audit Committee and the Finance and Risk Committee will merge into a new Audit, Finance and Risk Committee. Additionally, a new standing committee called the Safety, Environmental, Technology and Operations (SETO) Committee will be created.

According to the filing, Mr. Edwards and Admiral Stavridis do not have any direct or indirect material interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K.