American Water Works Company (AWK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, to be held virtually, with shareholders voting on key proposals including director elections, executive compensation, auditor ratification, equity and stock purchase plan amendments, and officer exculpation.

• Company reported strong 2025 financial and operating results, highlighted by growth in regulated businesses, infrastructure investment, and a proposed merger with Essential Utilities, Inc., expected to close by Q1 2027.

• Strategic focus remains on operational excellence, capital investment, regulatory engagement, and sustainability, with $3.7 billion planned capital investment for 2026.

Voting matters and shareholder proposals

• Election of ten director nominees to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Amendments and restatements of the 2017 Omnibus Equity Compensation Plan and 2017 Nonqualified Employee Stock Purchase Plan.

• Amendment to the Restated Certificate of Incorporation to provide for officer exculpation.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; average tenure is 5 years, average age is 64, and half are diverse by gender or race.

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

• Board succession planning and refreshment are ongoing, with a planned expansion to 15 members post-merger.

• Proxy access allows eligible shareholders to nominate directors.