American Water Works Company (AWK) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, will be held virtually, with shareholders able to vote online using a 16-digit control number.

• In 2025, strong financial and operational results were achieved, with continued focus on regulated business growth, infrastructure investment, and efficiency initiatives.

• A proposed merger with Essential Utilities, Inc. was announced in October 2025, aiming to create a leading regulated U.S. water and wastewater utility, with anticipated closing by Q1 2027.

• The combined company will maintain headquarters in Camden, NJ, and operational presence in Bryn Mawr and Pittsburgh.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 10 directors, advisory approval of executive compensation, ratification of PricewaterhouseCoopers LLP as auditor, amendments to the 2017 Omnibus Equity Compensation Plan and Nonqualified Employee Stock Purchase Plan, and an amendment for officer exculpation in the certificate of incorporation.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; all directors attended at least 75% of meetings in 2025.

• Four standing committees: Audit, Finance and Risk; Executive Development and Compensation; Nominating/Corporate Governance; Safety, Environmental, Technology and Operations.

• Board Chair is an independent director; leadership structure designed to enhance oversight and participation.

• Board succession planning and refreshment are ongoing, with a mix of tenure and new members.

• Proxy access allows eligible shareholders to nominate directors.