8-KLeadership ChangesCorporate ChangesRegulation FD+1

American Water Works Company, Inc. 8-K Report, Executive Changes (Dec 8, 2022)

Filed December 8, 2022For Securities:AWK

Summary

American Water Works Company, Inc. (AWK) announced significant changes to its Board of Directors and corporate governance through an 8-K filing on December 8, 2022. The company expanded its Board from nine to 11 members, appointing Laurie P. Havanec and Michael L. Marberry as new independent directors. These appointments are effective immediately and will serve until the 2023 Annual Shareholder Meeting. Both new directors have been assigned to key Board committees, enhancing the Board's expertise in critical areas such as executive compensation, risk, and operations. In addition to the board changes, AWK also amended and restated its bylaws, primarily to align with new SEC Universal Proxy Rules and to implement gender-neutral language and other clarifying amendments. These governance updates aim to streamline the director nomination process and ensure compliance with evolving regulatory requirements. Investors can view the press release announcing these changes, which is incorporated by reference.

Key Highlights

  • 1Board size increased from 9 to 11 members.
  • 2Laurie P. Havanec and Michael L. Marberry appointed as new independent directors.
  • 3New directors assigned to key committees: Ms. Havanec to Executive Development and Compensation and SETO; Mr. Marberry to Audit, Finance and Risk and SETO.
  • 4New directors will receive prorated annual cash retainers of $115,000 and equity compensation.
  • 5Amended and restated bylaws to comply with Universal Proxy Rules and enhance director nomination procedures.
  • 6Bylaw amendments also incorporate gender neutrality and technical clarifications.
  • 7Press release announcing director appointments furnished as an exhibit.

Frequently Asked Questions

American Water Works expanded its Board of Directors from nine to 11 members to fill newly created vacancies. This expansion allows for the appointment of new independent directors, Laurie P. Havanec and Michael L. Marberry, who bring additional expertise to the Board and its committees.

The new independent directors, Ms. Havanec and Mr. Marberry, will each receive an annual base cash retainer of $115,000, payable quarterly. They will also be reimbursed for meeting expenses and continuing director education. Additionally, they will receive prorated equity compensation in stock units, valued at $150,000 annually, for their service period until the 2023 Annual Shareholder Meeting.

The company amended and restated its bylaws primarily to align with the new SEC Universal Proxy Rules, which impacts director nomination processes. The amendments also require nominees and nominating persons to provide certain agreements and undertakings to the company. Additionally, the bylaws now incorporate changes for gender neutrality and other technical, clarifying amendments.

According to the filing, neither Ms. Havanec nor Mr. Marberry has any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, indicating no disclosed conflicts of interest at the time of their appointment.