Business Context and Reporting Period
This Form 8-K Current Report was filed by American Water Works Company, Inc. on August 27, 2008. The filing addresses corporate governance changes, specifically the appointment of a new independent director and the resulting updates to board committee memberships.
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 personnel appointments and compensation arrangements rather than financial performance.
Material Changes
The primary material change reported is the appointment of Mr. Richard R. Grigg as an independent director, effective August 27, 2008. His term is set to expire at the 2009 annual meeting of stockholders. Consequently, the membership of the Nominating/Corporate Governance Committee was updated to include Mr. Grigg.
Management Commentary and Compensation
Mr. Grigg has been assigned to the Nominating/Corporate Governance Committee. His compensation package for the remainder of 2008 includes:
- Cash Retainer: $12,145 (pro-rated annual retainer).
- Meeting Fees: $2,000 per board meeting, $1,000 per interim telephonic board meeting, and $1,500 per committee meeting.
- Expense Reimbursement: Reimbursement for expenses incurred attending board and committee meetings.
- Stock Compensation: $13,880 (pro-rated), consisting of 40% restricted stock units and 60% stock options.
The updated board committee memberships are as follows:
- Audit Committee: Martha Clark Goss (Chair), George MacKenzie, William J. Marrazzo, Dr. Rolf Pohlig.
- Compensation Committee: George MacKenzie (Chair), Martha Clark Goss, William J. Marrazzo, Dr. Rolf Pohlig.
- Nominating/Corporate Governance Committee: George MacKenzie (Chair), Dr. Manfred Doss, Richard R. Grigg, Julia L. Johnson.
Investor Verification Checklist
- Verify the independence status of the newly appointed director, Richard R. Grigg.
- Confirm the pro-rated calculation of the $12,145 cash retainer and $13,880 stock compensation for the remainder of 2008.
- Review the attached press release (Exhibit 99.1) for additional context on Mr. Grigg's background.
- Monitor the 2009 annual meeting of stockholders for the expiration of Mr. Grigg's initial term.