American Water Works Company, Inc. (NYSE:AWK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

American Water Works Company, Inc. (NYSE:AWK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) The following compensatory plans and arrangements of American
Water Works Company, Inc., a Delaware corporation (the Company),
were approved by stockholders of the Company at the Companys 2017
Annual Meeting of Stockholders (the 2017 Annual Meeting) held on
May 12, 2017, the Executive Development and Compensation
Committee (the Compensation Committee) of the Board of Directors
of the Company (the Board) at its April 20, 2017 meeting, or the
Board at its May 12, 2017 annual meeting:

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan

On February 15, 2017, the Board of Directors of the Company (the
Board) adopted the American Water Works Company, Inc. 2017
Omnibus Equity Compensation Plan (the 2017 Omnibus Plan), subject
to stockholder approval at the 2017 Annual Meeting. The purpose
of the 2017 Omnibus Plan is to incentivize eligible participants
(including executive officers, and directors of the Company who
are not employees of the Company or any subsidiary) to achieve
the Companys long-term business objectives by providing
opportunities to earn equity awards tied to the Companys
long-term goals and continued employment with the Company. For a
description of the material terms and conditions of the 2017
Omnibus Plan (including the specific performance goal criteria
set forth thereunder), see Proposal 4: Approval of the American
Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan
Summary of Material Terms of the 2017 Omnibus Plan included in
the Companys definitive Proxy Statement dated March 27, 2017 (the
Proxy Statement), which description has been filed herewith as
Exhibit 99.1 hereto and is incorporated by reference in response
to this Item 5.02(e). Such description is qualified in its
entirety by reference to the full text of the 2017 Omnibus Plan,
a copy of which has been filed herewith as Exhibit 10.1 to this
Form 8-K, and is incorporated by reference in response to this
Item 5.02(e).

On April 20, 2017, the Compensation Committee approved, subject
to stockholder approval of the 2017 Omnibus Plan, forms of grant
terms and conditions to be used in connection with grants of
restricted stock unit and performance stock unit awards under the
2017 Omnibus Plan to participants (including executive officers).
Each such form has been filed herewith as an exhibit to this Form
8-K.

As noted in response to Item 5.07 below, the 2017 Omnibus Plan
was approved by the stockholders of the Company on May 12, 2017.
Also, on May 12, 2017, the Board approved the form of grant terms
and conditions to be used in connection with grants of stock
units under the 2017 Omnibus Plan to directors of the Company who
are not employees of the Company or any subsidiary thereof.This
form has been filed herewith as an exhibit to this Form 8-K.

American Water Works Company, Inc. and its Designated
Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan

On February 15, 2017, the Board adopted the American Water Works
Company, Inc. and its Designated Subsidiaries 2017 Nonqualified
Employee Stock Purchase Plan (the 2017 ESPP), subject to
stockholder approval at the 2017 Annual Meeting. The purpose of
the 2017 ESPP is to provide a convenient and easy way for the
Companys employees to purchase shares of the Companys common
stock at a 10 percent discount. For a description of the material
terms and conditions of the 2017 ESPP, see Proposal 5:Approval of
the American Water Works Company, Inc. and its Designated
Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan
Summary of Material Terms of the 2017 ESPP included in the Proxy
Statement, which description has been filed herewith as Exhibit
99.2 hereto and is incorporated by reference in response to this
Item 5.02(e). Such description is qualified in its entirety by
reference to the full text of the 2017 ESPP, a copy of which has
been filed herewith as Exhibit 10.2 to this Form 8-K, and is
incorporated by reference in response to this Item 5.02(e). As
noted in response to Item 5.07 below, the 2017 ESPP was approved
by the stockholders of the Company on May 12, 2017.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2017 Annual Meeting was held on May 12, 2017. An aggregate of
158,101,366 shares, or 89.0% percent of the Companys issued and
outstanding common stock as of March 16, 2017, the record date
for the 2017 Annual Meeting, was represented in person or by
proxy at the 2017 Annual Meeting, constituting a quorum. The
results of voting at the 2017 Annual Meeting on each of the
matters submitted to a vote of the Companys stockholders thereat
is as set forth below.

1.

The following eight nominees were elected as directors of
the Company for a term expiring at the 2018 Annual
Meeting of Stockholders, 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

Julie A. Dobson

134,879,571

219,869

101,638

22,900,288

Paul J. Evanson

134,349,342

737,445

114,291

22,900,288

Martha Clark Goss

131,004,764

4,089,291

107,023

22,900,288

Veronica M. Hagen

134,809,000

288,198

103,880

22,900,288

Julia L. Johnson

133,447,545

1,652,399

101,134

22,900,288

Karl F. Kurz

134,821,077

265,725

114,276

22,900,288

George MacKenzie

130,804,339

4,285,473

111,266

22,900,288

Susan N. Story

132,027,048

3,071,063

102,967

22,900,288

2.

The approval, on an advisory basis, of the compensation
of the Companys named executive officers received the
votes set forth below:

For

Against

Abstain

Broker Non-Votes

130,283,379

4,577,658

340,041

22,900,288

3.

The approval, on an advisory basis, of the frequency of
the approval, on an advisory basis, of the compensation
of the Companys named executive officers, received the
votes set forth below:

One Year

Two Years

Three Years

Abstain

Broker Non-Votes

118,665,727

462,081

15,672,298

400,972

22,900,288

Consistent with the results of this vote, the Company will
continue to implement an annual vote, on an advisory basis, of
the compensation of the Companys named executive officers, until
the next required vote, on an advisory basis, on the frequency of
such votes, which, to Section 14A(a)(2) of the Securities
Exchange Act of 1934, as amended, will occur no later than the
Companys 2023 Annual Meeting of Stockholders.

4.

The 2017 Omnibus Plan was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

127,107,382

7,672,085

421,611

22,900,288

5.

The 2017 ESPP was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

134,208,542

662,048

330,488

22,900,288

6.

The ratification of the appointment, by the Audit
Committee of the Board of Directors, of
PricewaterhouseCoopers LLP as the Companys independent
registered public accounting firm for 2017, was approved
by the following vote:

For

Against

Abstain

154,262,925

3,573,186

265,255

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits have been filed as a part of this Form
8-K:

Exhibit No.

Description of Exhibit

10.1

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan (incorporated by reference from
Appendix B to the Proxy Statement, File No. 001-34028,
filed March 27, 2017).

10.2

American Water Works Company, Inc. and its Designated
Subsidiaries 2017 Nonqualified Employee Stock Purchase
Plan (incorporated by reference from Appendix C to the
Proxy Statement, File No. 001-34028, filed March 27,
2017).

10.3*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Restricted Stock Unit Grant.

10.4*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Restricted Stock Unit Grant (for
certain executives).

10.5*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Performance Stock Unit Grant Form
A-1.

10.6*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Performance Stock Unit Grant Form
A-2.

10.7*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Performance Stock Unit Grant Form
B-1.

10.8*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Performance Stock Unit Grant Form
B-2.

10.9*

American Water Works Company, Inc. 2017 Omnibus Equity
Compensation Plan 2017 Stock Unit Grant Form for
Non-Employee Directors.

99.1*

Description of Material Terms of the 2017 Omnibus Plan
(excerpted from pages 70 through 79 of the Proxy
Statement).

99.2*

Description of Material Terms of the 2017 ESPP (excerpted
from pages 82 through 86 of the Proxy Statement).

*Filed herewith.


American Water Works Company, Inc. (NYSE:AWK) Recent Trading Information

American Water Works Company, Inc. (NYSE:AWK) closed its last trading session at with 749,298 shares trading hands.

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