American Water Works Company, Inc 8-K, filed Feb 18, 2021
American Water Works Company, Inc. (AWK)
8-K
2021-02-18
For: 2021-02-16
View Original
Added on
April 09, 2026
About this 8-K
American Water Works Company, Inc filed this 8-K on February 18, 2021, reporting on events of February 16, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): February 16, 2021
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34028
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | ||||
(Address of principal executive offices, including zip code)
(856 ) 955-4001
(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:
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On February 18, 2021, American Water Works Company, Inc. (the “Company”) issued a press release announcing that Cheryl Norton has been unanimously appointed by the Board of Directors of the Company to serve as the Company’s Executive Vice President and Chief Operating Officer, effective March 1, 2021 and until the Company’s 2021 Annual Meeting of Shareholders and until her successor is elected and qualified or until her earlier death, resignation or removal. The date of this appointment was February 17, 2021.
Ms. Norton, 56, has over 30 years of employment with the Company and its subsidiaries in various roles, including operational leadership, environmental stewardship, laboratory management and research. She has been serving as the Company’s Senior Vice President, Chief Environmental Officer since March 1, 2020 and the Company’s Senior Vice President, Eastern Division and President of its New Jersey subsidiary since March 2019. Prior to that, Ms. Norton served as President of the Company’s Missouri subsidiary from November 2015 to March 2019, and President of its Kentucky subsidiary from January 2011 until November 2015.
Effective March 1, 2021, Ms. Norton will be entitled to receive an annual base salary of $500,000 per year, an Annual Performance Plan (“APP”) cash award opportunity equal to 75% of her annual base salary (at target) and 2021 Long-Term Performance Plan (“LTPP”) equity target awards of, in the aggregate, approximately 150% of her base salary. Ms. Norton’s LTPP awards granted beginning March 1, 2021 will have substantially similar terms as the LTPP awards granted by the Company to an executive serving in the chief operating officer role. Ms. Norton will continue to participate in the Company’s Executive Severance Policy, qualified pension plan and employee nonqualified deferred compensation plan, and she will continue to receive other benefits typically provided to senior executives of the Company at her level of employment.
Other than as described above, there are no arrangements or understandings between Ms. Norton and any other person pursuant to which she was appointed as an executive officer of the Company. Ms. Norton does not have any familial relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Norton does not have any 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.
A copy of the press release issued by the Company on February 18, 2021 in connection with the matters described in this Item 5.02(c) has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
(e) On February 16, 2021, based on the recommendation of its independent compensation consultant, the Executive Development and Compensation Committee of the Board of Directors (the “ED&CC”) unanimously approved increases in the compensation of Walter J. Lynch, President and Chief Executive Officer of the Company, effective February 16, 2021, to the following levels: annual base salary — $1,000,000; APP award opportunity (at target) — 110% of annual base salary; and 2021 LTPP equity target awards — approximately 400% of base salary in the aggregate. On February 17, 2021, based on the ED&CC’s recommendation, the independent members of the Board of Directors unanimously approved these recommendations.
Item 8.01. Other Events.
As part of the matters described above in response to Item 5.02, on February 17, 2021, the Board appointed Bruce A. Hauk, currently serving as the Company’s President, Regulated Operations and Military Services Group, to serve as Deputy Chief Operating Officer, effective as of March 1, 2020.
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* | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). | |||||||
| * Filed 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: | February 18, 2021 | By: | /s/ M. SUSAN HARDWICK | |||||||||||
| M. Susan Hardwick | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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Exhibit 99.1
American Water Names Cheryl Norton Executive Vice President and Chief Operating Officer
Bruce Hauk named Deputy Chief Operating Officer
Camden, N.J. (February 18, 2021) – American Water Works Company, Inc. (NYSE: AWK), the largest publicly traded U.S. water and wastewater utility company, announced today that Cheryl Norton has been named Executive Vice President and Chief Operating Officer and Bruce Hauk has been named Deputy Chief Operating Officer effective Mar.1, 2021.
“We are so pleased to have Cheryl and Bruce take on these key leadership roles for American Water," said Walter Lynch, president and chief executive officer of American Water. "Building a strong talent pipeline within our organization is a key part of American Water’s success and both Cheryl and Bruce are the results of our succession efforts. Both have deep utility experience, a strong commitment to safety, a passion for excellent customer care and a collaborative approach to building high performing teams.”
As COO, Norton will be responsible for the successful performance of American Water’s regulated states, serving approximately 12 million people in more than 1,600 communities. She will also lead customer service across the company’s footprint, including two national customer service centers, as well as systemwide engineering, health and safety, and environmental and regulatory compliance.
Norton currently serves as senior vice president and Chief Environmental Officer of American Water and president of New Jersey American Water. American Water anticipates naming Norton’s successors as president of New Jersey American and Chief Environmental Officer in the near future.
As president of New Jersey American Water, Norton led a team of 800 employees serving approximately 2.7 million people. In this role, she reinforced and strengthened customer, regulatory and local government relationships and drove operational and financial results for New Jersey. Additionally, she served as senior vice president of the company’s Eastern Division, which included New Jersey, New York, Virginia and Maryland.
In December 2019, Norton expanded her role and was named American Water’s Chief Environmental Officer, overseeing environmental leadership and compliance across American Water’s regulated and market-based businesses.
Norton previously served as president of Missouri American Water for three years, and in the same role
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for Kentucky American Water for five years. Norton started her career with American Water in 1988 as a microbiology research technician at the company’s central laboratory in Belleville, Ill. She also served as the laboratory’s director and as Vice President of Operations for Illinois American Water.
Norton serves on the boards of Choose New Jersey, The Cooper Health System, Cooper’s Ferry Partnership and the New Jersey Utilities Association. She is a member of the American Water Works Association (AWWA) and in 1992, she was recognized by AWWA for the most notable contribution to the science of public water supply development. She was awarded the Professional Service Award from the Illinois Section AWWA in 2006 and was named one of the “Most Influential Businesswomen of 2017” by the St. Louis Business Journal. Norton received a bachelor’s degree in biology and a master’s degree in environmental studies from Southern Illinois University at Edwardsville.
As Deputy COO, Bruce Hauk will support the COO in the successful performance of American Water’s regulated operations. Hauk will also continue to lead the Military Services Group.
Hauk currently serves as president of Regulated Operations and Military Services Group for American Water. Previously, Hauk served as Senior Vice President of American Water’s Midwest Division, where he provided management oversight for the company’s regulated operations in Illinois, Missouri, Indiana, Michigan and Iowa. Hauk also served as president of Illinois American Water.
Hauk holds a Master of Business Administration from Indiana Wesleyan University, and a Master of Public Administration from Indiana University-Purdue University Indianapolis. He also earned dual Bachelor degrees in Chemistry and Life Sciences from Indiana State University.
About American Water
With a history dating back to 1886, American Water is the largest and most geographically diverse U.S. publicly traded water and wastewater utility company. The company employs more than 6,800 dedicated professionals who provide regulated and market-based drinking water, wastewater and other related services to 15 million people in 46 states. American Water provides safe, clean, affordable and reliable water services to our customers to make sure we keep their lives flowing. For more information, visit amwater.com and follow American Water on Twitter, Facebook and LinkedIn.
Media Contact:
Ruben Rodriguez Senior Director, External Communications
American Water
856-371-4493
ruben.e.rodriguez@amwater.com
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