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
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
10.2 |
American Water Works Company, Inc. and its Designated |
|
10.3* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.4* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.5* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.6* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.7* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.8* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
10.9* |
American Water Works Company, Inc. 2017 Omnibus Equity |
|
99.1* |
Description of Material Terms of the 2017 Omnibus Plan |
|
99.2* |
Description of Material Terms of the 2017 ESPP (excerpted |
*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.