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American Water Works Company, Inc. 8-K Report, Shareholder Vote Results (May 12, 2022)

Filed May 12, 2022For Securities:AWK

Summary

American Water Works Company, Inc. (AWK) filed an 8-K on May 11, 2022, reporting the results of its 2022 Annual Meeting of Shareholders held on May 11, 2022. The meeting saw strong shareholder participation, with 86.4% of outstanding common stock represented, ensuring a quorum. Key outcomes included the overwhelming election of nine director nominees for the upcoming year and the advisory approval of executive compensation. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for 2022. Notably, a shareholder proposal requesting a Racial Justice Audit was not approved, indicating a divergence in shareholder priorities on certain social issues. The company also reported the withdrawal of a climate transition plan reporting proposal prior to the meeting. Following the meeting, the Board of Directors appointed Karl F. Kurz to continue as Chairman and announced committee assignments for the upcoming year.

Key Highlights

  • 186.4% of AWK's outstanding common stock was represented at the 2022 Annual Meeting, demonstrating significant shareholder engagement.
  • 2All nine director nominees were overwhelmingly elected to serve until the 2023 Annual Meeting.
  • 3Shareholders provided advisory approval for the compensation of named executive officers with strong support.
  • 4PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm for 2022.
  • 5A shareholder proposal for a Racial Justice Audit was not approved.
  • 6The company's Board of Directors appointed Karl F. Kurz to continue as Chairman.
  • 7New committee assignments for the Board of Directors were announced effective May 11, 2022.

Frequently Asked Questions

The main outcomes included the election of all nine director nominees, advisory approval of executive compensation, and ratification of PricewaterhouseCoopers LLP as the independent auditor for 2022. A shareholder proposal for a Racial Justice Audit was not approved.

There was strong shareholder participation, with 86.4% of the company's issued and outstanding common stock represented in person or by proxy, which constituted a quorum.

A proposal for a Racial Justice Audit was put to a vote and was not approved. A previously disclosed proposal on climate transition plan reporting was withdrawn by its proponent and therefore not presented at the meeting.

Yes, Karl F. Kurz was appointed to continue serving as Chairman of the Board. New committee assignments for the Audit, Finance and Risk; Executive Development and Compensation; Nominating/Corporate Governance; and Safety, Environmental, Technology and Operations committees were also announced.