Form 8-K

 

 

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): June 1, 2015

 

 

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.)

1025 Laurel Oak Road

Voorhees, NJ 08043

(Address of principal executive offices, including zip code)

(856) 346-8200

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

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))

 

 

 


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

Results of 2015 Annual Meeting of Stockholders

The 2015 Annual Meeting of the Stockholders (the “2015 Annual Meeting”) of American Water Works Company, Inc., a Delaware corporation (the “Company”), was convened on May 15, 2015 and subsequently adjourned until June 1, 2015 to allow the Company’s stockholders additional time to vote on the proposals set forth in the Company’s definitive proxy statement and definitive proxy card filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2015. The adjournment of the 2015 Annual Meeting was approved with a vote of 157,048,317 shares, representing all of the shares that were represented in person or by proxy and entitled to vote on the adjournment of the 2015 Annual Meeting. At the adjourned meeting held on May 15, 2015, the holders of 157,048,317 shares, or 87.3 percent of the Company’s common stock, were represented in person or by proxy constituting a quorum.

At the reconvened meeting held on June 1, 2015, the holders of 157,343,427, or 87.5 percent of the Company’s common stock, were represented in person or by proxy constituting a quorum. At the meeting:

 

(1) the following director nominees were re-elected as directors of the Company for a term expiring at the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified, and received the votes set forth adjacent to their names below:

 

     For      Against      Abstain      Broker Non Votes  

Julie A. Dobson

     138,237,558         202,557        300,065        18,603,247   

Paul J. Evanson

     138,061,538         376,208         302,434        18,603,247   

Martha Clark Goss

     137,778,023         665,360        296,797        18,603,247   

Richard R. Grigg

     138,128,048         307,277        304,855        18,603,247   

Julia L. Johnson

     137,387,279        1,054,923        297,978        18,603,247   

Karl F. Kurz

     138,050,621        224,811        464,748        18,603,247   

George MacKenzie

     136,814,573        795,915        1,129,692        18,603,247   

William J. Marrazzo

     137,564,276        871,280        304,624        18,603,247   

Susan N. Story

     138,008,357         434,014        297,809        18,603,247   

 

(2) the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified by the following vote:

 

For

  

Against

  

Abstain

154,993,145    1,833,375    516,907

 

(3) the advisory vote on executive compensation of the Company’s named executive officers was approved by the following vote:

 

For

  

Against

  

Abstain

  

Broker Non Votes

135,927,413    2,087,024    725,743    18,603,247

 

(4) the material terms of the Performance Goals set forth in the Company’s 2007 Omnibus Equity Compensation Plan was re-approved by the following vote:

 

For

  

Against

  

Abstain

  

Broker Non Votes

134,722,286    3,544,162    473,732    18,603,247


(5) the material terms of the Performance Goals set forth in the Company’s Annual Incentive Plan was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non Votes

136,249,007   2,006,548   484,625   18,603,247

 

(6) the adoption by the Company’s Board of Directors of an amendment to the Company’s Amended and Restated Bylaws providing that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal actions was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non Votes

71,958,351   66,326,447   455,382   18,603,247


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.

 

Date: June 5, 2015 By:

/s/ Linda G. Sullivan

Linda G. Sullivan
Senior Vice President, Chief Financial Officer