Form 8-K - Current report

October 29, 20240001410636false00014106362024-10-292024-10-29

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)

[phone]

(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:

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. ☐

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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*						Press Release, dated October 30, 2024, issued by the Company.
104						Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL).
* Furnished herewith.

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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.

AMERICAN WATER WORKS COMPANY, INC.

Dated:

October 30, 2024

By:

/s/ DAVID M. BOWLER

David M. Bowler

Executive Vice President and Chief Financial Officer

3

Exhibit 99.1

American Water Appoints New Independent Member to the

Board of Directors

CAMDEN, N.J., OCTOBER 30, 2024 – American Water Works Company, Inc. (NYSE: AWK) announced today that Stuart M. McGuigan has been appointed as an independent member of the company's board of directors, effective Oct. 29, 2024.

"American Water is pleased to have Stuart join our board of directors," said Karl Kurz, Board Chair of American Water. "Stuart has more than 38 years of extensive experience in information technology and management including serving as the Chief Information Officer for national and global public companies, as well as a government agency. He will further strengthen our board, and we look forward to working with him."

“We are honored to have Stuart become part of American Water's board," said M. Susan Hardwick, CEO of American Water. "His deep expertise in aligning rapidly changing technology with business needs, along with his experience in all areas of IT, including cybersecurity, regulatory compliance, strategic planning and innovation, will bring great value to the board and our company.”

McGuigan most recently served as the Global Chief Information Officer (CIO) for Fresenius Medical Care, an integrated dialysis clinic and device company, where he was responsible for all aspects of information technology.

Prior to that role, McGuigan served as the CIO for the U.S. Department of State with global responsibility for all technology, covering domestic and overseas operations in over 190 countries. In that role, he established technology strategic direction and provided oversight for $2.4 billion of technology programs across the Department.

McGuigan joined the U.S. Department of State from Johnson & Johnson, where he was responsible for global information technology strategy and operations for an organization with 130,000 employees at over 170 overseas and domestic locations.

McGuigan brings more than 38 years of industry background, including experience as CIO of CVS Caremark; CIO of Liberty Mutual; and Senior Vice President of Information Services for Medco Health Solutions. He served as an Independent Senior Advisor for McKinsey & Co. and currently serves on the Board of Directors of Enhabit, Inc. (NASDAQ: EHAB).

McGuigan earned Master of Science and Master of Philosophy degrees in the Cognitive Science program at Yale University and has a Bachelor of Arts degree in Psychology from Fairfield University.

American Water’s board of directors now consists of 10 members.

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About American Water

American Water (NYSE: AWK) is the largest regulated water and wastewater utility company in the United States. With a history dating back to 1886, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water and wastewater services to more than 14 million people with regulated operations in 14 states and on 18 military installations. American Water’s 6,500 talented professionals leverage their significant expertise and the company’s national size and scale to achieve excellent outcomes for the benefit of customers, employees, investors and other stakeholders.

For more information, visit amwater.com and join American Water on LinkedIn, Facebook, X and Instagram.

AWK-IR

Investor Contact:

Aaron Musgrave

Vice President, Investor Relations

[phone]

[e-mail]

Media Contact:

Maureen Duffy

Senior Vice President, Communications and External Affairs

[phone]

[e-mail]

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Document and Entity Information Document	Oct. 29, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 29, 2024
Entity Registrant Name	American Water Works Company, Inc.
Entity File Number	001-34028
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0063696
Entity Address, Address Line One	1 Water Street
Entity Address, City or Town	Camden
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08102-1658
City Area Code	856
Local Phone Number	955-4001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	AWK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001410636
Amendment Flag	false

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