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.

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.