American Water Works Company, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report (Form 8-K) was filed by American Water Works Company, Inc. on July 25, 2019. The filing reports on corporate governance actions taken during a special meeting of the Board of Directors held on the same date.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on board composition and director compensation arrangements.
Material Changes
- Board Expansion: The Board of Directors increased its size from eight to eleven members.
- New Appointments: Kimberly J. Harris, Patricia L. Kampling, and Lloyd M. Yates were appointed as independent directors. Their terms begin immediately and end at the 2020 Annual Meeting of Shareholders.
- Committee Reassignments: Standing committee memberships were updated to include the new directors across Audit, Finance and Risk; Executive Development and Compensation; Nominating/Corporate Governance; and Safety, Environmental, Technology and Operations committees.
Compensation and Governance Details
Under current compensation arrangements, each new director will receive:
- Cash Retainer: An annual $100,000 cash retainer, payable quarterly and prorated for the 2019 service period.
- Equity Compensation: Stock units representing a prorated portion of $135,000 in annual equity compensation for the period from July 25, 2019, through the 2020 Annual Meeting.
- Reimbursements: Coverage for expenses related to Board/committee meetings and one continuing director education program per year.
The filing states that none of the new directors have material interests in transactions requiring reporting under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the full biographies and qualifications of the three new directors (Harris, Kampling, Yates) in the accompanying press release (Exhibit 99.1).
- Confirm the specific voting dates and procedures for the 2020 Annual Meeting of Shareholders where these directors' terms will conclude.
- Review the Company's 2017 Omnibus Equity Compensation Plan to understand the vesting and settlement terms of the granted stock units.
- Check subsequent filings for any changes to the standing committee chairs or members following this restructuring.