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(Address of principal executive offices, including zip code)
(i856)
i955-4001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iCommon stock, par value $0.01 per share
iAWK
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company i☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of American
Water Works Company, Inc., a Delaware corporation (the “Company”), was held on May 12, 2021. An aggregate of 159,209,009 shares, or 87.7% of the Company’s issued and outstanding common stock as of March 17, 2021, the record date for the 2021 Annual Meeting, was represented in person or by proxy at the 2021 Annual Meeting, constituting a quorum. The results of voting at the 2021 Annual Meeting on each of the matters submitted to a vote of the Company’s shareholders thereat is as set forth below.
1.The following 11 nominees were elected as directors of the
Company for a term expiring at the 2022 Annual Meeting of Shareholders, and until their successors are duly elected and qualified, and received the votes set forth adjacent to their names below:
Director Nominee
For
Against
Abstain
Broker
Non-Votes
Jeffrey N. Edwards
140,082,980
2,066,674
129,533
16,929,822
Martha Clark Goss
129,357,847
12,826,871
94,469
16,929,822
Veronica
M. Hagen
139,316,154
2,841,083
121,950
16,929,822
Kimberly J. Harris
141,367,043
814,998
97,146
16,929,822
Julia
L. Johnson
136,053,865
6,127,900
97,422
16,929,822
Patricia L. Kampling
140,823,817
1,359,970
95,400
16,929,822
Karl
F. Kurz
140,804,857
1,340,803
133,527
16,929,822
Walter J. Lynch
141,492,592
672,287
114,308
16,929,822
George
MacKenzie
131,329,498
10,813,272
136,417
16,929,822
James G. Stavridis
138,242,331
3,905,718
131,138
16,929,822
Lloyd
M. Yates
140,014,144
2,129,585
135,458
16,929,822
2.The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:
For
Against
Abstain
Broker
Non-Votes
134,576,866
7,344,209
358,112
16,929,822
3.The ratification of the appointment, by the Audit, Finance and Risk Committee of the Board of Directors (the “Board”), of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, was approved by the following vote:
For
Against
Abstain
146,333,337
12,675,786
199,886
Item
8.01. Other Events.
Appointment of Chairman and Board Committee Members
Following the 2021 Annual Meeting, at the Board’s annual meeting, the Board appointed director Karl F. Kurz to continue to serve as Chairman of the Board and the following directors to serve as members of the Board’s four standing committees, each effective as of May 12, 2021 and until the 2022 Annual Meeting of Shareholders or until his or her earlier death, resignation or removal:
2
Committee
Members
Audit,
Finance and Risk
Jeffrey N. Edwards (Chair), Martha Clark Goss, Patricia L. Kampling, George MacKenzie and Lloyd M. Yates
Executive Development and Compensation
Patricia L. Kampling (Chair), Martha Clark Goss, Veronica M. Hagen, Kimberly J. Harris and Julia L. Johnson
Nominating/Corporate Governance
Kimberly J. Harris (Chair), Jeffrey N. Edwards, Veronica M. Hagen, Julia L. Johnson, George MacKenzie and Admiral James G. Stavridis
Safety, Environmental, Technology and Operations
Admiral
James G. Stavridis (Chair), Veronica M. Hagen, Kimberly J. Harris, Patricia L. Kampling, and Lloyd M. Yates
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.