UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2024
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| | | | | |
| Delaware | 51-0063696 |
(State or other jurisdiction
of incorporation) | (IRS Employer
Identification No.) |
1 Water Street
Camden, NJ 08102-1658
(Address of principal executive offices, including zip code)
(856) 955-4001
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ 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:
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| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common stock, par value $0.01 per share | | AWK | | New 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 ☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) At a meeting held on October 29, 2024, the Board of Directors (the “Board”) of American Water Works Company, Inc. (the “Company”) increased the size of the Board from nine to 10 members. Upon the recommendation of the Nominating/Corporate Governance Committee of the Board (the “Nominating Committee”), the Board appointed Stuart M. McGuigan as an independent director, effective immediately and for a term ending on the date of the Company’s 2025 Annual Meeting of Shareholders (the “Annual Shareholder Meeting”), or until the director’s earlier death, resignation or removal. The Nominating Committee has deferred making recommendations to the Board as to committee assignments for Mr. McGuigan until its annual 2025 committee review process.
In accordance with the Board’s compensation arrangements currently in effect, Mr. McGuigan will receive an annual base cash retainer of $120,000, payable quarterly and prorated for the director’s term of service, as well as reimbursement for expenses incurred in attending Board and committee meetings and reimbursement for attending one continuing director education program per year. Mr. McGuigan will also receive an award of director stock units to be granted under the Company’s 2017 Omnibus Equity Compensation Plan, each of which represents an immediately vested contractual right to receive one share of the Company’s common stock. The stock units represent the prorated portion of $165,000 in annual equity compensation for the director’s initial term of service.
Mr. McGuigan has no direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K. Other than as described above, there are no arrangements or understandings between Mr. McGuigan and any other person, pursuant to which the director was selected as such.
Item 7.01. Regulation FD Disclosure.
On October 30, 2024, the Company issued a press release announcing the election of Mr. McGuigan as a new independent member of the Board. A copy of the press release has been included as Exhibit 99.1 and is incorporated by reference herein. The information furnished in response to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits to this Current Report have been provided herewith as noted below:
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1* | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). |
| * Furnished herewith. |
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.
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| | | | AMERICAN WATER WORKS COMPANY, INC. |
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| Dated: | October 30, 2024 | | By: | /s/ DAVID M. BOWLER |
| | | | | David M. Bowler |
| | | | | Executive Vice President and Chief Financial Officer |
