American Water Works Company, Inc. - 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders held on May 6, 2011. The filing was submitted on May 11, 2011, by American Water Works Company, Inc., a Delaware corporation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
Stockholders took the following actions at the meeting:
- Director Elections: All nine nominees were elected to the Board of Directors for a term expiring at the 2012 Annual Meeting. Votes ranged from approximately 133.6 million to 134.3 million "For" votes, with minimal "Against" and "Abstain" votes.
- Auditor Ratification: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011, with 149,336,590 votes "For".
- Executive Compensation (Say-on-Pay): Stockholders approved, on an advisory basis, the compensation of named executive officers with 130,537,096 votes "For".
- Frequency of Say-on-Pay Votes: Stockholders voted on the frequency of future advisory votes on executive compensation. The majority (109,837,116 votes) selected an annual frequency.
Guidance, Outlook, and Management Commentary
Based on the vote for annual advisory votes on executive compensation, the Board of Directors determined that the Company will include a stockholder advisory vote on the compensation of its named executive officers in its proxy materials every year until the next required vote on frequency, which will occur no later than the 2017 Annual Meeting.
Key Facts for Investor Verification
- Confirmation that all nine director nominees were successfully elected.
- Verification that PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2011.
- Confirmation that the Board adopted an annual frequency for future "say-on-pay" votes based on shareholder preference.
- Review of the specific vote counts to assess the level of shareholder support for management and governance proposals.