AMERICAN STATES WATER COMPANY (NYSE:AWR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AMERICAN STATES WATER COMPANY (NYSE:AWR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On January29, 2019, the independent members of the Board of Directors approved, upon recommendation of the Compensation Committee, base salaries for 2019 for Robert J. Sprowls, President and Chief Executive Officer of American States Water Company and its subsidiaries, EvaG. Tang, Senior Vice President-Finance, Chief Financial Officer and Corporate Secretary of American States Water Company and its subsidiaries and Treasurer of American States Water Company, DeniseL. Kruger, Senior Vice President-Regulated Utilities for Golden State Water Company, JamesC. Cotton, Senior Vice President and Procurement Officer of American States Utility Services,Inc. and its subsidiaries, and Patrick R. Scanlon, Vice President – Water Operations of Golden State Water Company of $797,200, $462,000, $459,800, $361,200, and $348,200, respectively.

On January29, 2019, the Compensation Committee of the Board of Directors also approved an award of time-vested restricted stock units and performance awards in the form of restricted stock units to the same executive officers. The executive officers were awarded time-vested restricted stock units in the amount of 4,170 restricted stock units for Mr.Sprowls, 910 restricted stock units to Ms.Tang and Ms.Kruger, 531 restricted stock units to Mr.Cotton, and 652 restricted stock units for Mr.Scanlon, effective January29, 2019. These awards vest and restrictions lapse on the first, second and third anniversaries of the grant date in the percentages of 33%, 33% and 34%, respectively, or earlier on (i)the date of death, disability or retirement of the executive, or (ii)the date on which the executive’s employment is terminated by the Company without cause or the executive terminates his or her employment for good reason, if within twenty-four months after the occurrence of a change in control event. Under the terms of each restricted stock unit grant, each officer will be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company’s common shares.

The target amount of the performance awards to Mr.Sprowls, Ms.Tang, Ms.Kruger, Mr.Cotton and Mr.Scanlon is 12,509, 910, 910, 1,592, and 652 restricted stock units, respectively. These awards vest and restrictions lapse on December31, 2019, 2020 and 2021 in the percentages of 33%, 33% and 34%, respectively, or earlier on (i)the date of death, disability or retirement of the executive, or (ii)the date on which the executive’s employment is terminated by the Company without cause or the executive terminates his or her employment for good reason, if within twenty-four months after the occurrence of a change in control event, subject, in each case, to certification by the Compensation Committee that the applicable performance criteria have been satisfied. Each executive officer will be entitled to receive common shares equal to the amount of restricted stock units earned at the end of the performance period. Each of the executive officers will also be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company’s common shares to the extent that the underlying restricted stock units are earned.

Each of the performance criteria set forth in the form of performance award agreement attached as Exhibit10.1 apply to the performance award granted to Mr.Sprowls and Ms.Tang, except the American States Utility Services,Inc. (“ASUS”) new base acquisition success rate performance criteria. The total shareholder return, ASUS cumulative net earnings and ASUS new base acquisition success rate performance criteria apply to the performance award granted to Mr.Cotton. The total shareholder return and Golden State Water Company operating expense level criteria apply to the performance award granted to Ms.Kruger and Mr.Scanlon.

Section9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following document is filed as an Exhibitto this Report:

Exhibit10.1

Formof 2019 Performance Award Agreement*

*Management contract or compensatory arrangement.

Golden State Water CO Exhibit
EX-10.1 2 a19-3867_1ex10d1.htm EX-10.1 Exhibit 10.1   AMERICAN STATES WATER COMPANY 2016 STOCK INCENTIVE PLAN 2019 PERFORMANCE AWARD AGREEMENT   THIS PERFORMANCE AWARD AGREEMENT (this “Agreement”) is dated as of [ ],…
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About AMERICAN STATES WATER COMPANY (NYSE:AWR)

American States Water Company (AWR) is a holding company. The Company is the parent company of Golden State Water Company (GSWC) and American States Utility Services, Inc. (ASUS), as well as various subsidiaries of ASUS. The Company’s segments include water, electric and contracted services. Within the segments, AWR has two principal business units, water and electric service utility operations, conducted through GSWC, and contracted services conducted through ASUS and its subsidiaries. GSWC is a public utility engaged principally in the purchase, production, distribution and sale of water in approximately 10 counties in the State of California. GSWC also distributes electricity in various San Bernardino County mountain communities in California through its Bear Valley Electric Service division. ASUS operates, maintains and performs construction activities, including renewal and replacement capital work, on water and/or wastewater systems at various United States military bases.

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