AWK 8-K
American Water Works Company, Inc. (AWK)
8-K
2026-05-15
For: 2026-05-13
View Original
Added on
May 17, 2026
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): May 13, 2026
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||||||||
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The following with respect to certain compensatory plans and arrangements of American Water Works Company, Inc., a Delaware corporation (the “Company”), was approved by shareholders of the Company at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) held on May 13, 2026.
Amendment and Restatement of American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan
On February 18, 2026, based on the recommendation of the Executive Development and Compensation Committee (the “ED&CC”) of the Board of Directors of the Company (the “Board”), the Board unanimously approved amendments to, and a restatement of, the American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan (the “2017 Omnibus Plan”, and, as amended and restated, the “Amended 2017 Omnibus Plan”), subject to shareholder approval at the 2026 Annual Meeting. The purpose of the Amended 2017 Omnibus Plan is to incentivize eligible participants (including executive officers, and directors of the Company who are not employees of the Company or any subsidiary) to achieve the Company’s long-term business objectives by providing opportunities to earn equity awards tied to the Company’s long-term goals and continued employment with the Company. As noted in response to Item 5.07 below, the amendments to, and the restatement of, the 2017 Omnibus Plan were approved by the shareholders of the Company on May 13, 2026, and will be effective as of January 1, 2027.
For a description of the material terms and conditions of the 2017 Omnibus Plan, as amended and restated (including specific performance goal criteria included therein), see “Proposal 4: Amending and Restating the American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan—Summary of Material Terms of the Amended 2017 Omnibus Plan” included in the Company’s definitive Proxy Statement dated March 24, 2026 (the “Proxy Statement”). A summary description of the material terms of the 2017 Omnibus Plan has been filed herewith as Exhibit 99.1 hereto and is incorporated by reference in response to this Item 5.02(e). Such description is qualified in its entirety by reference to the full text of the Amended and Restated 2017 Omnibus Plan, a copy of which has been filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference in response to this Item 5.02(e).
Amendment and Restatement of American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan
On February 18, 2026, based on the recommendation of the ED&CC, the Board unanimously approved amendments to, and a restatement of, the American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan (the “Current ESPP”, and, as amended and restated, the “Amended ESPP”), subject to shareholder approval at the 2026 Annual Meeting. The purpose of the Amended ESPP is to provide a convenient way for the Company’s employees to purchase shares of the Company’s common stock at a 15 percent discount. As noted in response to Item 5.07 below, the Amended ESPP was approved by the shareholders of the Company on May 13, 2026, and will be effective as of February 5, 2027.
For a description of the material terms and conditions of the Amended ESPP, see “Proposal 5: Amending and Restating the American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan—Summary of Material Terms of the Amended ESPP” included in the Proxy Statement. A summary description of the material terms of the Amended ESPP has been filed herewith as Exhibit 99.2 hereto and is incorporated by reference in response to this Item 5.02(e). Such description is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which has been filed herewith as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated by reference in response to this Item 5.02(e).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On February 18, 2026, in connection with the periodic review of the Company’s certificate of incorporation, the Board unanimously approved an amendment to Article VIII of the Company’s Restated Certificate of Incorporation (as so amended and restated, the “Charter”), subject to shareholder approval at the 2026 Annual Meeting and the filing by the Company of a certificate of amendment with the Delaware Secretary of State. The amendment to Article VIII of the Charter serves to align its exculpation provision with amendments enacted effective August 2022 to provisions of the General Corporation Law of the State of Delaware related to the liability of officers of Delaware corporations. The amendment to Article VIII of the Charter adopted such amended provisions of the DGCL as to officers, and the approval thereof by the Board was based on the recommendation of the Nominating/Corporate Governance Committee of the Board.
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On May 14, 2026, the Company filed a Certificate of Amendment with the Delaware Secretary of State, at which time the amendment to Article VIII of the Charter took effect.
The foregoing description of the amendment of Article VIII of the Charter does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which has been provided in Appendix D to the Proxy Statement. Copies of the Restated Certificate of Incorporation and the amendment to Article VIII have been filed herewith as Exhibits 3.1.1 and 3.1.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference in response to this Item 5.03(a).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of the Company was held on May 13, 2026. An aggregate of 177,886,133 shares, or 91.1% of the Company’s issued and outstanding common stock as of March 17, 2026, the record date for the 2026 Annual Meeting, was represented in person or by proxy at the 2026 Annual Meeting, constituting a quorum. The results of voting at the 2026 Annual Meeting on each of the matters submitted to a vote of the Company’s shareholders thereat are as set forth below.
1.The following 10 nominees were elected as directors of the Company for a term expiring at the 2027 Annual Meeting of Shareholders, and until their successors are duly elected and qualified, and received the votes set forth adjacent to their names below:
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Jeffrey N. Edwards | 161,875,898 | 3,194,400 | 113,615 | 12,702,220 | ||||||||||||||||||||||
| John C. Griffith | 164,751,215 | 319,586 | 113,112 | 12,702,220 | ||||||||||||||||||||||
| Lisa A. Grow | 164,603,211 | 474,596 | 106,106 | 12,702,220 | ||||||||||||||||||||||
| Laurie P. Havanec | 163,716,350 | 1,360,261 | 107,302 | 12,702,220 | ||||||||||||||||||||||
| Julia L. Johnson | 156,458,570 | 8,616,471 | 108,872 | 12,702,220 | ||||||||||||||||||||||
| Patricia L. Kampling | 160,069,732 | 4,460,751 | 653,430 | 12,702,220 | ||||||||||||||||||||||
| Karl F. Kurz | 161,561,283 | 3,508,595 | 114,035 | 12,702,220 | ||||||||||||||||||||||
| Michael L. Marberry | 162,546,867 | 2,523,220 | 113,826 | 12,702,220 | ||||||||||||||||||||||
| Stuart M. McGuigan | 163,989,979 | 1,081,050 | 112,884 | 12,702,220 | ||||||||||||||||||||||
| Raffiq Nathoo | 164,671,653 | 395,522 | 116,738 | 12,702,220 | ||||||||||||||||||||||
2.The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 150,804,137 | 13,893,824 | 485,952 | 12,702,220 | |||||||||||||||||
3.The ratification of the appointment, by the Audit, Finance and Risk Committee of the Board of Directors, of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026, was approved by the following vote:
| For | Against | Abstain | ||||||||||||
| 157,741,668 | 19,993,298 | 151,167 | ||||||||||||
4. Amendments to, and a restatement of, the American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan, were approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 157,390,534 | 7,374,901 | 418,478 | 12,702,220 | |||||||||||||||||
5. Amendments to, and a restatement of, the American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock Purchase Plan, were approved by the following vote:
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| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 162,378,566 | 2,614,314 | 191,033 | 12,702,220 | |||||||||||||||||
6. An amendment to the American Water Works Company, Inc. Restated Certificate of Incorporation to provide for officer exculpation was approved by the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 145,135,329 | 19,809,265 | 239,319 | 12,702,220 | |||||||||||||||||
Item 8.01. Other Events.
Filing of Rate Request with the Kentucky Public Service Commission (the “KPSC”) by Kentucky-American Water Company (“Kentucky American Water”)
On May 15, 2026, Kentucky American Water, a wholly owned subsidiary of the Company, announced that it filed a request with the KPSC to adjust its water rates. As filed, the request seeks aggregate annualized incremental revenues of $17.7 million. Kentucky American Water intends to put interim rates into effect beginning on December 16, 2026. The difference between the interim rates and final approved rates will be subject to refund. The request is based on a proposed return on equity of 10.75% and a proposed capital structure with a common equity component of 52.29% and a non-equity component of 47.71%. The requested annualized incremental revenue is driven primarily by approximately $108 million of capital to be invested between January 2027 and December 2027. The request is subject to approval by the KPSC, and the general rate case is expected to be completed by the end of the first quarter of 2027.
A copy of the press release issued by Kentucky American Water on May 15, 2026 has been filed as Exhibit 99.3 hereto and is incorporated herein by reference. References and links to websites and other information contained in this press release are not provided as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a part of, this Current Report on Form 8-K.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K (or the exhibits thereto) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. In some cases, these forward-looking statements can be identified by words with prospective meanings such as “intend,” “plan,” “estimate,” “believe,” “anticipate,” “expect,” “predict,” “project,” “propose,” “assume,” “forecast,” “outlook,” “future,” “pending,” “goal,” “objective,” “potential,” “continue,” “seek to,” “may,” “can,” “will,” “should” and “could,” or the negative of such terms or other variations or similar expressions. These forward-looking statements are predictions based on the Company’s current expectations and assumptions regarding future events. They are not guarantees or assurances of any outcomes, performance or achievements, and readers are cautioned not to place undue reliance upon them. The forward-looking statements are subject to a number of estimates and assumptions, and known and unknown risks, uncertainties and other factors. Actual results may differ materially from those discussed in the forward-looking statements included in this Current Report on Form 8-K as a result of the factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026, and other filings with the SEC, and additional risks and uncertainties, including with respect to (1) any approval by the KPSC of Kentucky American Water’s request for new water rates; (2) the terms of any settlement agreement or stipulation, and/or order of the KPSC, related to this request; (3) the timing of any implementation of new rates by Kentucky American Water, if approved; (4) regulatory, legislative, local or municipal actions affecting the water and wastewater industries, which could adversely affect the Company or Kentucky American Water; (5) the amount and timing of future proposed or anticipated capital expenditures and investments by Kentucky American Water; and (6) other economic, financial, political, business and other factors that may impact or affect the water and wastewater industries generally or the Company or Kentucky American Water specifically.
These forward-looking statements are qualified by, and should be read together with, the risks and uncertainties set forth above and the risk factors included in the Company’s annual and quarterly reports as filed with the SEC, and readers should refer to such risks, uncertainties and risk factors in evaluating such forward-looking statements. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company does not have any obligation or intention to update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as otherwise required by the federal securities laws. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. Furthermore, it may not be possible to assess the impact of any
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such factor on the Company’s or Kentucky American Water’s business, either viewed independently or together, or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
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 | ||||||||||
| 3.1.1 | |||||||||||
| 3.1.2* | |||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 99.1* | |||||||||||
| 99.2* | |||||||||||
| 99.3* | |||||||||||
| 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: | May 15, 2026 | By: | /s/ DAVID M. BOWLER | |||||||||||
| David M. Bowler | ||||||||||||||
| Executive Vice President and Chief Financial Officer | ||||||||||||||
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Exhibit 3.1.2
CERTIFICATE OF AMENDMENT OF
THE RESTATED CERTIFICATE OF INCORPORATION OF
AMERICAN WATER WORKS COMPANY, INC.
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is American Water Works Company, Inc. (the “Corporation”).
2. The Restated Certificate of Incorporation of the Corporation is hereby amended by changing the Article thereof numbered VIII so that, as amended, said Article VIII shall be and read in its entirety as follows:
ARTICLE VIII
To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.
Any repeal or modification of this Article VIII by the stockholders of the Corporation shall be prospective only, and shall not affect, to the detriment of any director or officer, any limitation on the personal liability of a director or officer of the Corporation existing at the time of such repeal or amendment.
3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
| By: | /s/ JEFFREY M. TAYLOR | ||||
| Name: | Jeffrey M. Taylor | ||||
| Senior Vice President and Secretary | |||||
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Exhibit 99.1
SUMMARY OF MATERIAL TERMS OF THE PROPOSED AMERICAN WATER WORKS COMPANY, INC. AMENDED AND RESTATED 2017 OMNIBUS EQUITY COMPENSATION PLAN
General
The proposed American Water Works Company, Inc. (“we”, “us” or the “Company”) Amended and Restated 2017 Omnibus Equity Compensation Plan (the “Amended 2017 Omnibus Plan”) provides that grants may be in any of the following forms:
•incentive stock options;
•nonqualified stock options;
•stock appreciation rights, or SARs;
•stock units;
•stock awards; and
•other stock-based awards
Subject to adjustment in certain circumstances, the total number of shares of common stock that may be issued or transferred under the Amended 2017 Omnibus Plan (inclusive of all awards granted under the American Water Works Company, Inc. 2017 Omnibus Equity Compensation Plan (the “2017 Omnibus Plan”) prior to the effective date of the Amended 2017 Omnibus Plan) is 7,180,623 shares, which is the same share limit under the current 2017 Omnibus Plan.
We may issue shares of our common stock under the Amended 2017 Omnibus Plan from authorized but unissued shares of common stock or reacquired shares of common stock (treasury stock), including shares of common stock that we purchased on the open market or otherwise acquire, subject to applicable law (as defined in the Amended 2017 Omnibus Plan).
The maximum aggregate number of shares of common stock that may be granted pursuant to all grants under the Amended 2017 Omnibus Plan during any calendar year to any one employee is 300,000 shares, subject to adjustment as described below.
If and to the extent options or SARs granted under the Amended 2017 Omnibus Plan terminate, expire
or are cancelled, forfeited, exchanged or surrendered without having been exercised, and if and to the extent that any stock awards, stock units or other stock-based awards are forfeited or terminated, or otherwise not paid in full, the shares reserved for such grants will again become available for purposes of the Amended 2017 Omnibus Plan. However, shares of common stock (i) surrendered in payment of the exercise price of an option, (ii) withheld or surrendered for payment of taxes, or (iii) repurchased by the Company with the net proceeds of the payment of the exercise price of an option, will not be available for reissuance under the Amended 2017 Omnibus Plan. Additionally, if SARs are granted, the full number of shares subject to the SAR are considered issued under the Amended 2017 Omnibus Plan, without regard to the number of shares of common stock that are issued upon exercise of the SARs and without regard to any cash settlement of the SARs. To the extent that any grants of stock units under the Amended 2017 Omnibus Plan are designated to be paid in cash, and not in shares of common stock, such grants do not count against the share limits under the Amended 2017 Omnibus Plan.
The maximum aggregate number of shares of common stock with respect to which grants may be made under the Amended 2017 Omnibus Plan during any calendar year to any non-employee director (with a value determined based on the fair value of a grant on its date of grant) shall not exceed $2,000,000, when taken together with any cash retainers or director’s fees earned by such director for services rendered during the calendar year. These limits apply regardless of whether grants under the Amended 2017 Omnibus Plan are to be settled in shares or cash.
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Administration
The Amended 2017 Omnibus Plan will be administered and interpreted by a committee consisting of members of the Company’s Board of Directors (the “Board”), which will have full power and discretionary authority to make conclusive and binding factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Amended 2017 Omnibus Plan and for the conduct of its business as it deems necessary or desirable, in its sole discretion. This committee must consist of two or more persons who are "non-employee directors” for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and independent directors in accordance with the independence standards established by the stock exchange on which the common stock is primarily traded.
The committee has the authority to:
•determine the individuals to whom grants will be made under the Amended 2017 Omnibus Plan;
•determine the type, size and terms and conditions of the grants;
•determine the time when grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability or vesting and the acceleration of exercisability or vesting;
•amend the terms and conditions of any previously issued grant, subject to the limitations described below; and
•deal with any other matters arising under the Amended 2017 Omnibus Plan.
The Board will approve and administer all grants to non-employee directors. Also, the committee may, as it deems appropriate, delegate all or part of its authority and power to one or more subcommittees, to the CEO, the President, another executive
officer, or a committee of executive officers. Any such delegation shall be subject to such terms and conditions as prescribed by the committee, and:
•will apply only to participants who are not subject to Section 16 of the Exchange Act;
•must include a limitation as to the number of shares of common stock subject to grants that may be awarded during the period of the delegation (and absent specific delegation as to the number of shares of common stock, such number of shares shall be the remaining number of shares of common stock for issuance under the Amended 2017 Omnibus Plan);
•may contain guidelines as to the exercise price for an option or the price of other grants and any criteria for vesting or exercisability of a grant; and
•may be revoked or amended at any time without invalidating any prior actions
Subject to applicable law, the committee may also delegate certain administrative or ministerial matters under the Amended 2017 Omnibus Plan to one or more officer or officers or their designees.
The Board has determined that, in general, the Executive Development and Compensation Committee of the Board (the “ED&CC”) will act as the administrative committee of the Amended 2017 Omnibus Plan. As of March 6, 2026, the ED&CC consists of Patricia L. Kampling, Laurie J. Havanec and Julia L. Johnson, and Stuart M. McGuigan. The Board has determined that each member of the ED&CC is a “non-employee director” for purposes of Section 16 of the Exchange Act and an independent director as determined under the listing standards of the New York Stock Exchange (the “NYSE”).
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Eligibility for Participation
All of our employees (including the Company’s six executive officers) and those of our subsidiaries, which were approximately 7,000 as of December 31, 2025, will be eligible for grants under the Amended 2017 Omnibus Plan, subject to certain conditions set forth in the Amended 2017 Omnibus Plan. The Company’s nine non-employee directors and six executive officers will also be eligible to receive grants under the Amended 2017 Omnibus Plan. As of March 17, 2026,
approximately 324 employees (including the Company’s six executive officers) and the Company’s nine non-employee directors were participants in the 2017 Omnibus Plan. Because the Company’s executive officers and non-employee directors are eligible to receive awards under the Amended 2017 Omnibus Plan, they may be deemed to have a personal interest in the approval of the Amended 2017 Omnibus Plan.
Types of Awards
Stock Options
The committee may grant options intended to qualify as “incentive stock options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or “nonqualified stock options” (“NQSOs”), that are not intended to so qualify, or any combination of ISOs and NQSOs. Any participant may receive a grant of NQSOs. Only our employees and those of our subsidiaries may receive a grant of ISOs. Dividend equivalents shall not be granted, and no cash dividends shall be paid, with respect to any option. The Company presently does not grant options of any kind under the 2017 Omnibus Plan.
The committee would fix the exercise price per share for any options. The exercise price of any NQSO or ISO granted under the Amended 2017 Omnibus Plan will be equal to, or greater than, the fair market value of the underlying shares of common stock on the date of grant. However, if an ISO is granted to an employee who holds more than 10 percent of the total combined voting power of all classes of our outstanding stock, the exercise price per share of an ISO granted to such person must be at least 110 percent of the fair market value of a share of common stock on the date of grant. The current measure of fair market value on a particular date is the last reported sale price of common stock on the NYSE on the relevant date (or, if there were no trades on such date, the latest preceding date upon which a sale was reported).
The committee would determine the term of each option, which would not exceed 10 years from the date of grant; however, if an ISO is granted to an employee who holds more than 10 percent of the combined voting power of all classes of our
outstanding stock, the term of the ISO may not exceed five years from the date of grant.
The period for when any option may first become vested and exercisable will be determined by the committee at the time of grant. The committee may grant options that are subject to achievement of performance goals or other conditions. The committee may accelerate the vesting and exercisability of any or all outstanding options at any time for any reason. To the extent that the aggregate fair market value of shares of common stock, determined on the date of grant, with respect to which ISOs become exercisable for the first time by an employee during any calendar year exceeds $100,000, such ISOs will be treated as NQSOs. The aggregate number of shares of common stock that may be issued under the Amended 2017 Omnibus Plan as ISOs is 5,000,000 shares, subject to certain adjustments, and all shares issued under the Amended 2017 Omnibus Plan as ISOs will count against the share reserve, as described above.
The Amended 2017 Omnibus Plan provides that, unless otherwise provided in a grant document, an option may only be exercised while the participant is employed as an employee or providing service as a non-employee director. The committee will specify in the grant document the circumstances, if any, and time periods, if any, a participant may exercise an option after termination of employment or service. For any grants of options to executives serving in the CEO, President, CFO or COO roles, the ED&CC has adopted a policy that the option would remain exercisable for a period of two years after retirement.
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A participant may exercise an option by delivering notice of exercise to us. The participant will pay the exercise price and any withholding taxes for the option:
•in cash or by check;
•if permitted by the committee, by delivering shares of common stock already owned by the participant, or by attestation to ownership of shares, in either case having a fair market value on the date of exercise equal to the exercise price;
•by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board;
•if permitted by the grant document, by net share settlement of the option based on the fair market value on the date of exercise;
•any combination of the foregoing; or
•by such other method as the committee may approve, to the extent permitted by applicable law.
SARs
The committee may grant to any participant SARs in connection with, or independently of, any option granted under the Amended 2017 Omnibus Plan. Upon exercise of a SAR, the participant will receive an amount equal to the excess of the fair market value of common stock on the date of exercise over the base amount for the SAR. The Company has not granted any SARs under the 2017 Omnibus Plan.
The committee will determine the terms and conditions of the SAR. The base amount of each
SAR will not be less than the fair market value of common stock on the date of grant of the SAR and the term of a SAR will not exceed 10 years from the date of grant. The committee may grant SARs that are subject to the achievement of performance goals or other conditions. The committee may accelerate the exercisability of SARs at any time for any reason. Upon exercise of a SAR, payment will be made in cash, shares of common stock or a combination of the two, as the committee may determine.
Stock Units
The committee may grant to any participant stock units, which provide the participant with the right to receive shares of common stock or an amount based on the value of a share of common stock at a future date.
The committee determines the number of stock units that will be granted, whether stock units will vest and become payable if specified performance goals or other conditions are met, and the other terms and conditions applicable to the stock units. Stock units may vest and be paid at the end of a specified vesting or performance period or deferred to a date elected by a participant pursuant to
procedures authorized by the committee and consistent with Section 409A. Payment with respect to a stock unit will be made in cash, in shares of common stock, or in a combination of cash and shares of common stock, as determined by the committee. The grant document will specify the maximum number of shares of common stock that may be issued under a stock unit. The committee may accelerate or provide for the acceleration of the vesting of any or all outstanding stock units at any time for any reason. Dividend equivalents may be granted in connection with stock units. See “—Dividend Equivalents” below.
Stock Awards
The committee may grant shares of common stock under a stock award for cash consideration or no cash consideration, and subject to such restrictions, if any, as determined by the committee. If restrictions are imposed on stock awards, the committee will determine whether they will lapse over a period of time or according to such other criteria as the committee deems appropriate, including restrictions based upon the achievement
of specific performance goals. The committee determines the number of shares of common stock subject to the grant of stock awards and the other terms and conditions of the grant. The committee may accelerate or provide for the acceleration of the vesting of any or all outstanding stock awards at any time for any reason.
The committee will determine to what extent, and under what conditions, participants will have the
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right to vote shares of common stock subject to a stock award and receive dividends or other distributions paid on such shares during the restriction period. Dividends may be deferred, but dividends payable to a participant must be withheld while a stock award is subject to restrictions, and such dividends may be payable only upon the lapse of the restrictions of the stock award. With respect to a stock award that vests based on the achievement of performance goals, no dividends may be payable unless, and only to the extent that, the performance goals are achieved at least at the minimum threshold for performance.
Dividends that are not paid on stock awards currently will be credited to a bookkeeping account on our records or those of a stock plan administrator retained by us. Accumulated dividends may accrue interest, as determined by the committee, and will be paid in cash, shares of common stock or in such other form as dividends are paid on common stock, as determined by the committee.
Other Stock-Based Awards
The committee may make other grants (other than options, SARs, stock units, and stock awards) that are based on or measured by common stock to any eligible participant in the Amended 2017 Omnibus Plan. Other stock-based awards may be granted subject to the achievement of performance goals or other conditions and may be payable in shares of
common stock or cash, or a combination of the two, as determined by the committee. Dividend equivalents may be granted in connection with other stock-based awards. See “—Dividend Equivalents” below.
Dividend Equivalents
The committee may grant dividend equivalents in connection with stock units or other stock-based awards, under such terms and conditions as the committee deems appropriate and subject to the terms of the Amended 2017 Omnibus Plan. Dividend equivalents may be deferred, but no dividend equivalent may be payable to a participant unless, and only to the extent that, a grant vests, and with respect to a grant that vests based on the achievement of performance goals, the performance goals are achieved at least at the minimum threshold for performance. Dividend
equivalents may be accrued as a cash obligation or may be converted to additional stock units or other stock-based awards, and deferred dividend equivalents may accrue interest, all as determined by the committee. The committee may determine that dividend equivalents are payable based on the achievement of specific performance goals. Dividend equivalents may be paid in cash, in shares of common stock, or in a combination of the two, as determined by the committee.
Performance-Based Compensation
Under the Amended 2017 Omnibus Plan, the committee may determine that the right of a participant to exercise or receive a grant or settlement of stock units, stock awards, dividend equivalents or other stock-based awards, or the timing thereof, may be subject to performance-based conditions. The committee may use criteria and other goals or measures of performance as it
may deem appropriate. The committee may select a performance goal that is based on any business criteria for the Company, either on a consolidated basis or with respect to specific subsidiaries or business units, including, but not limited to the following:
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| Non-Exclusive Examples of Performance Goals Under the Amended 2017 Omnibus Plan | ||||||||
•stock price | •net income or earnings per share | •price-earnings multiples | ||||||
•risk management | •book value of any asset or security | •revenue | ||||||
•number of days sales outstanding of accounts receivable | •productivity | •gross income, profitability or gross margin | ||||||
•EBITDA (earnings before interest, taxes, depreciation and amortization) | •net capital employed | •return on equity, cash flow, investment or assets | ||||||
•internal rate of return | •cash flow return on investment | •improvements in capital structure | ||||||
•shareholder return, including absolute or relative total shareholder return, expressed either on a dollar or percentage basis | •retention of customers, expressed on a dollar or percentage basis | •return on capital employed | ||||||
•budget achievement | •cash flow per share | •economic value added (defined to mean net operating profit minus the cost of capital) | ||||||
•market value added (defined to mean the difference between the market value of debt and equity, and economic book value); | •growth in assets, unit volume, sales, cash flow or market share | •relative performance to a comparison group of companies designated by the committee | ||||||
•net present value of investment | •combined ratio | •payback period on investment | ||||||
•level of expenses, including without limitation capital expenditures or operation and maintenance expenses (expressed on a dollar or percentage basis) | •metrics regarding execution on business or operating initiatives, such as through the development or implementation of new technologies or other customer benefits | •safety (including, for example, criteria relating to numbers or ratios of reported injuries, preventable accidents and vehicular accidents | ||||||
•compliance with environmental laws, rules and regulations | •compliance with financial and regulatory controls | •bad debt collections, expenses or losses | ||||||
•strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures | •increase in our or a subsidiary’s customer satisfaction or responsiveness ratings (based on the results of surveys conducted by an independent third party) and reputation within one or more service territories | •implementation, completion or attainment of measurable objectives with respect to recruitment or retention of personnel or employee satisfaction | ||||||
In setting performance goals, the committee may also provide at any time that the achievement of such performance goals will be determined without regard to either the negative or positive effect (or both) of certain events, including, but not limited to, for one or more of the following non-exclusive items:
•asset write-downs;
•litigation or claim judgments, or settlements thereof;
•changes in accounting principles;
•changes in tax law or other laws affecting reported results;
•changes in commodity or supply prices;
•severance, contract termination and other costs related to exiting, modifying or reducing any business activities;
•costs of, and gains and losses from, the acquisition, disposition, divestiture or abandonment of businesses or assets;
•gains and losses from the early extinguishment of debt;
•gains and losses in connection with the termination of or withdrawal from a pension plan;
•stock compensation costs and other non-cash expenses; or
•any other specified non-operating items as determined by the committee in setting performance goals.
Deferrals
The committee may permit or require a participant to defer receipt of the payment of cash or the delivery of shares that would otherwise be due to the participant in connection with any award. The
committee shall establish rules and procedures for any such deferrals, consistent with applicable requirements of Section 409A of the Code.
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Adjustment Provisions
The Amended 2017 Omnibus Plan provides for certain adjustments in the event of any change in common stock outstanding by reason of a:
•stock dividend, spinoff, recapitalization, stock split or combination or exchange of shares;
•merger, reorganization or consolidation;
•reclassification or change in par value;
•any other extraordinary or unusual event affecting the outstanding common stock without our receipt of consideration; or
•substantial reduction in the value of outstanding shares of common stock as a result of a spinoff or our payment of an extraordinary dividend or distribution.
In any of these events, the committee will equitably adjust the following, in a manner deemed appropriate, to preclude, to the extent practicable, the enlargement or dilution of rights and benefits
under the Amended 2017 Omnibus Plan and any outstanding grants:
•the maximum number of shares of common stock available for issuance under the Amended 2017 Omnibus Plan;
•the maximum number of shares of common stock for which any participant may receive grants in any calendar year;
•the kind and number of shares covered by outstanding grants;
•the kind and number of shares issued and to be issued under the Amended 2017 Omnibus Plan; and
•the price per share or the applicable market value of such grants.
Any fractional shares resulting from such adjustment will be eliminated.
Change of Control; Substitute Awards
Upon a change of control where the Company is not the surviving corporation (or it survives only as a subsidiary of another corporation or entity), all outstanding options and SARs that are not exercised will be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding grants will be converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation). However, if, in connection with a change of control, any outstanding options and SARs are not assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and any other outstanding grants are not converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation), then upon such change of control:
•all such outstanding options and SARs that are not assumed or replaced will accelerate and become fully exercisable;
•the restrictions and conditions on all such outstanding stock awards that are not converted to similar grants will fully lapse; and
•all outstanding stock units, other stock-based awards and dividend equivalents that are not converted to similar grants will be fully vested.
If a grant is assumed in connection with a change of control, and if, within the 12 month period following the occurrence of such change of control, the participant ceases to be employed by, or providing service to, the surviving corporation (or a parent or subsidiary of the surviving corporation) on account of:
•a termination of such participant’s employment by the surviving corporation (or a parent or subsidiary of the surviving corporation) for any reason other than on account of cause (as defined in the Amended 2017 Omnibus Plan), death or disability (as defined in the Amended 2017 Omnibus Plan); or
•a termination of employment or service by the participant for good reason (as defined in the Amended 2017 Omnibus Plan),
then as of the date of such termination of employment or service:
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•a grant that is an option or SAR will automatically accelerate and become fully exercisable;
•a grant that is a stock award will have all restrictions and conditions immediately lapse; and
•a grant that is a stock unit, other stock-based award or dividend equivalent will be fully vested.
Notwithstanding the foregoing, in the event of a change of control, the committee may take any of the following actions with respect to any or all outstanding grants:
•determine that outstanding options and SARs accelerate and become fully exercisable, in whole or part;
•determine that the restrictions and conditions on outstanding stock awards lapse, in whole or part;
•determine that outstanding stock units, other stock-based awards and dividend equivalents fully vest, in whole or part;
•require that participants surrender their outstanding options and SARs in exchange for a payment by us, in cash or common stock as determined by the committee, in an amount equal to the amount by which the then fair market value of the shares of common stock subject to the participant’s unexercised options and SARs exceeds the exercise price of the options or the base amount of the SARs, as applicable;
•after giving participants an opportunity to exercise their outstanding options and SARs, terminate any or all unexercised options and SARs at such time as the committee deems appropriate; or
•determine that participants receive a payment in settlement of outstanding stock awards, stock units, dividend equivalents or other stock-based awards, if permitted under Section 409A of the Code.
Such surrender, termination or payment will take place as of the date of the change of control or such other date as the committee may specify. Without limiting the foregoing, if the per share fair market value of common stock equals or is less than the per share exercise price or base amount, as applicable, we are not required to make any
payment to the participant upon surrender of the option or SAR.
For purposes of the Amended 2017 Omnibus Plan, a change of control will generally be deemed to have occurred if one of the following events occurs:
•any person becomes a beneficial owner (as defined under Rule 13d-3 of the Exchange Act), directly or indirectly, of more than 35 percent of the voting power of our then outstanding securities;
•a merger or consolidation of us with another corporation is consummated, where our shareholders, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation, shares entitling them to more than 50 percent of all votes to which all shareholders of the surviving corporation would be entitled in the election of directors;
•a sale or other disposition of all or substantially all of our assets; or
•during any period of 12 consecutive months commencing on or after January 1, 2027, directors are elected such that a majority of the members of our Board are individuals who have not been members of the Board at the beginning of such 12-month period, except
◦in the case of a director’s death; or
◦the election or nomination for election of each new director who was not a director at the beginning of such 12-month period where such election was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period.
Notwithstanding the foregoing, a change of control shall not be deemed to include any transaction involving our acquisition of our own securities, or the acquisition by any person of our securities directly from us. Also, the committee may provide for a different definition of a change of control in a grant document with respect to the timing of payment of such grant if such grant is subject to the requirements of Section 409A of the Code and the grant will become payable on, or in connection with, a change of control.
Subject to applicable law, shares of common stock issued or transferred under grants made pursuant to an assumption, substitution or exchange for
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previously granted awards of a company acquired by us in a transaction shall not reduce the number of shares of common stock available under the Amended 2017 Omnibus Plan and available shares under a shareholder-approved plan of such an
acquired company (as appropriately adjusted to reflect the transaction) may be used for grants under the Amended 2017 Omnibus Plan and shall not reduce its share reserve, subject to applicable law.
Clawback, Insider Trading and Other Policies and Practices
All grants under the Amended 2017 Omnibus Plan shall be subject to any applicable insider trading, share trading, stock ownership or stock retention policies or practices of the Company and other policies that may be approved or implemented by the Board, the committee or the Company. All grants and amounts payable under the Amended 2017 Omnibus Plan are additionally subject to the terms of any applicable clawback or recoupment policies approved by the Board or the committee (including, without limitation, a clawback policy required to be implemented by the NYSE), including without limitation the Company’s Incentive-Based Compensation Recovery Policy, and in all cases whether approved before or after the date of a grant.
Further, to the extent permitted by applicable law, including without limitation Section 409A of the
Code, all amounts payable under the Amended 2017 Omnibus Plan are subject to offset in the event that a participant has an outstanding clawback, recoupment or forfeiture obligation to us under the terms of any applicable clawback policy. In the event of a clawback, recoupment or forfeiture event under an applicable clawback policy, the amount required to be clawed back, recouped or forfeited pursuant to such policy shall be deemed not to have been earned under the terms of the Amended 2017 Omnibus Plan, and we shall be entitled to recover from the participant the amount specified to be clawed back, recouped or forfeited. Any such amount shall be deemed an advance that remained subject to the participant satisfying all eligibility conditions for earning the amounts deferred, accrued or credited under the Amended 2017 Omnibus Plan.
Transferability of Grants
Generally, only the participant may exercise rights under a grant during the participant’s lifetime. Participants may not alienate or assign any benefit provided under the Amended 2017 Omnibus Plan. Furthermore, grants may not be subject to attachment or other legal process, except by will or the laws of descent and distribution. The
committee may provide, in a grant document, that a participant may transfer nonqualified stock options to his or her immediate family members, or one or more trusts or other entities for the benefit of or owned by immediate family members, consistent with applicable securities laws.
No Repricing of Options or SARs
The Amended 2017 Omnibus Plan includes a restriction providing that, except in connection with a permitted adjustment or the exercise of an option or SAR, the Amended 2017 Omnibus Plan or an outstanding grant may not be amended to permit, and no grant or an amendment to any grant document may have the effect of causing, an outstanding option or SAR to be repriced, replaced
or regranted (i) through cancellation, (ii) by decreasing the exercise price of an outstanding option or SAR, or (iii) by any exchange of an outstanding option or SAR for cash if the exercise price of such option or SAR is greater than the fair market value of the common stock on the date of such exchange, without in each case obtaining shareholder approval.
Amendment and Termination
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The Board may amend or terminate the Amended 2017 Omnibus Plan at any time, subject to shareholder approval if such approval is required in order to comply with the Code, applicable law or applicable stock exchange requirements. If the Amended 2017 Omnibus Plan is approved by shareholders, it will terminate on December 31, 2036, unless terminated earlier by the Board or extended by the Board with the approval of our shareholders.
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Exhibit 99.2
SUMMARY OF THE MATERIAL TERMS OF THE PROPOSED AMENDED AND RESTATED AMERICAN WATER WORKS COMPANY, INC. AND ITS DESIGNATED SUBSIDIARIES 2017 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN
General
American Water Works Company, Inc. (“we”, “us” or the “Company”) maintains the current American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock purchase Plan (the “ESPP”) to provide a convenient and easy way for our employees to purchase shares of common stock at a 15 percent discount. We believe that employee ownership of common stock gives employees a vested interest in our success and aligns their interests with those of our shareholders.
The current ESPP will expire by its terms on or about August 6, 2027. The Board of Directors (the
“Board”) of the Company has approved the amendment and restatement of the ESPP to extend the termination date of the plan to February 6, 2037, so that the Company may continue to permit employees to participate in the current ESPP after its August 6, 2027 termination date, and to provide for certain additional modifications to the current ESPP. Neither the current ESPP, nor the proposed amended ESPP, is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.
Administration
The Board has designated the Executive Development and Compensation Committee of the Board (the “ED&CC”) as the plan administrator for the proposed amended and restated American Water Works Company, Inc. and its Designated Subsidiaries 2017 Nonqualified Employee Stock purchase Plan (the “amended ESPP”). As the plan administrator, the ED&CC has full discretionary authority and power to administer the amended ESPP and to make, adopt, construe and enforce
rules and regulations not inconsistent with the provisions of the amended ESPP. The ED&CC’s interpretations and decisions with respect to the amended ESPP will be final and conclusive. The ED&CC may delegate certain administrative or ministerial matters as specified under the amended ESPP to one or more officers of the Company or their designees.
Shares Available for Issuance under the Amended ESPP
We have reserved 2,000,000 shares of our common stock for issuance under the amended ESPP, subject to adjustments in certain circumstances described below. This reservation of shares is the same as under the current ESPP, and will be reduced for any shares purchased under the current ESPP prior to the date that the
amended ESPP becomes effective. As of March 17, 2026, there were approximately 1,262,448 shares available for issuance under the current ESPP, not including any shares that may be subject to potential purchase by employees during the current enrollment period.
Adjustments
The amended ESPP provides for certain anti-dilution adjustments in connection with any increase or decrease in the number of outstanding shares of
common stock as a result of a subdivision or consolidation of the common stock or other capital adjustment, the payment of a stock dividend in
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shares of common stock, or other increase or decrease in our shares of common stock, if effected without our receipt of consideration. In any of these events, the ED&CC will make equitable adjustments to the following:
•the aggregate number of shares of common stock reserved for purchase under the amended ESPP;
•the maximum number of shares of common stock that may be purchased by any participant under the amended ESPP on any purchase date; and
•the calculation under the amended ESPP of the purchase price per share.
Eligibility
Subject to certain exceptions, an employee, including a part-time employee, will be eligible to participate in the amended ESPP if, as of the start date of the purchase period, the employee is employed by us or a subsidiary that the ED&CC has designated as a participating entity in the amended ESPP. For purposes of the amended ESPP, an eligible employee does not include:
•an employee who is classified by the ED&CC, or its delegate, as a temporary or leased employee;
•with respect to any purchase period, an employee who terminates employment, dies or is determined to be disabled prior to the applicable purchase date;
•an employee employed by a non-U.S. subsidiary of the Company, unless otherwise permitted by the ED&CC;
•an employee who the Board determines is an “officer” of the Company as defined in Exchange Act Rule 16a-1(f); or
•an employee who owns stock possessing 5 percent or more of the total combined voting power or value of all classes of our stock, as determined by applying rules consistent with those reflected in Section 423 of the Code, which would otherwise apply if the amended ESPP were intended to be a qualified employer stock purchase plan.
None of our non-employee directors or our executive officers are eligible to participate in the amended ESPP. As of March 17, 2026, there are approximately 7,000 employees eligible to participate in the amended ESPP.
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Enrollment Periods
Under the amended ESPP, each eligible employee may elect to participate in the amended ESPP by completing a purchase agreement and submitting the purchase agreement to the ED&CC or its delegate during an enrollment period. If shareholders approve the amended ESPP, it is presently intended that the first enrollment period under the amended ESPP would begin on February 5, 2027 and end on February 20, 2027, and the
last enrollment period under the current ESPP would begin on November 5, 2026 and end on November 20, 2026. The ED&CC does not intend to change the timing of enrollment periods in effect under the current ESPP, which occur quarterly beginning on the 5th and ending on the 20th of each of February, May, August and November.
Purchase Periods
Under the amended ESPP, each eligible employee who elects to participate in the amended ESPP will be granted an option to purchase shares of common stock during a purchase period. Each purchase period will generally be a period of approximately three months, unless the ED&CC determines to provide for a different purchase period. The purchase right will continue in effect during the purchase period and will be exercised on the last trading day of the purchase period, which is the purchase date.
On each purchase date, the participant will automatically be deemed to have exercised the participant’s purchase right to purchase shares of stock with his or her accumulated payroll deductions for the purchase period, unless, to the extent permitted by applicable law, the participant notifies the ED&CC or its delegate in advance of his or her desire to withdraw their accumulated payroll deductions and/or cease payroll deductions. In the event that a participant ceases contributions to the amended ESPP during a purchase period, the participant may not make additional contributions during that purchase period and may request payment of any funds held for the participant on such form and at such time in advance of the purchase date as the ED&CC, or its delegate, may
prescribe. Any funds remaining in the participant’s account on the purchase date will be used to purchase common stock, if the participant remains an eligible employee. In the event that a participant ceases to be an eligible employee, their participation in the amended ESPP will automatically cease, no further purchase of common stock will be made for the participant, and any funds held for the participant will be distributed to the participant.
Unless the ED&CC determines otherwise prior to the beginning of the purchase period, the amended ESPP provides that each new purchase period would begin on the first day of the calendar quarter next following the preceding purchase date and continue until the last trading day of the calendar quarter in which such purchase period began. If our shareholders approve the amended ESPP, it is presently intended that the first purchase period under the amended ESPP would begin on March 1, 2027 and end on May 29, 2027. The ED&CC does not presently intend to change the quarterly purchase periods currently in effect under the current ESPP, which begin on first day of March, June, September and December.
Purchase Transactions
Unless the ED&CC determines otherwise prior to the beginning of a purchase period, the purchase price for each share of common stock purchased under the amended ESPP will be 85 percent of the
closing price of a share of common stock on the purchase date.
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The number of shares that will be purchased for each participant participating in the amended ESPP on a purchase date will depend on the purchase price of the shares, the total amount of payroll deductions during the purchase period and the number of shares remaining available for issuance under the amended ESPP. For example, if the purchase price is $100.00 per share and participant has $1,000.00 of accumulated payroll deductions in their account on the purchase date, the participant will be able to purchase 10 shares.
No fees, commissions, or other expenses will be charged to a participant when they purchase stock under the amended ESPP; however, the participant will be responsible for any brokerage commissions that result from the sale of any stock purchased under the amended ESPP.
Payroll Deductions
A participant will indicate pursuant to a purchase agreement the portion of compensation to be deducted from the participant’s pay, on an after-tax basis, for the purchase of stock under the amended ESPP. The portion of compensation may be set in one of two ways: (i) either in whole percentages from one percent to 10 percent, or (ii) as a fixed contribution amount in whole dollars from the participant’s compensation paid during a payroll period, up to the lesser of (a) the participant’s net compensation for such payroll period and (b) $2,500, or such other amount as may be determined by the ED&CC. A participant must select which method is to be used to compute the contribution and may change the contribution from a fixed contribution amount to a percentage contribution amount (or vice versa), as of any time prior to the end of an enrollment period.
In addition, if permitted by the ED&CC prior to the beginning of the purchase period, participants may be able to deposit funds, in addition to payroll deductions, with us, provided that the aggregate amount (including deposits and payroll deductions) that a participant may contribute to the amended ESPP during a purchase period may not exceed the percentage or fixed contribution amount selected by the participant, and in no event may the total amount of all contributions by a participant exceed
$25,000 per plan year (subject to adjustment by the ED&CC). The ED&CC has not elected to permit participants to contribute funds outside of payroll deductions.
To the extent permitted by applicable law and subject to limitations determined by the ED&CC, a participant may stop payroll deductions during a purchase period. If payroll deductions are stopped during a purchase period, the participant may not subsequently resume payroll deductions during such purchase period. See “—Purchase Periods” above and “—Cessation of Participation” below for more information on ceasing participation in the amended ESPP during a purchase period.
For purposes of the amended ESPP, “compensation” means a participant’s base wages, but excludes overtime pay, commissions, bonuses, premium pay, shift differential pay, any compensation reductions made in connection with plans described in Sections 401(k), 125 or 132(f)(4) of the Code, and any other extraordinary remuneration, as determined by the ED&CC or its delegate. Contributions to the amended ESPP are treated as our general assets and are not held in trust. No interest is credited to the amounts participants contribute to the amended ESPP.
Maximum Number of Purchasable Shares
Whole shares and fractional shares may be purchased under the amended ESPP. Unless the ED&CC determines otherwise, in no event may a participant purchase a greater number of shares of common stock than can be purchased on a
purchase date by applying the full balance of the participant’s deducted or deposited funds to the purchase of shares of common stock at the purchase price.
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Excess Payroll Deductions after Purchase Date
If a participant’s payroll deductions are not applied to purchase stock on a purchase date, such excess amounts will be returned to the participant, as
soon as administratively practicable after the purchase date.
Cessation of Participation
To the extent legally permissible, a participant may voluntarily cease his or her participation in the amended ESPP and stop payroll deductions at any time by filing a notice of cessation of participation on such form and at such time in advance of the purchase date as required by the ED&CC. If a participant ceases contributions during a purchase period, such participant may not make any further contributions during such purchase period. The participant may also request distributions of any funds held for the participant so long as such request is made on such form and at such time in advance of the purchase date as required by the ED&CC. Any funds remaining in the participant’s account on the purchase date will be used to purchase stock.
If during a purchase period a participant ceases to be an eligible employee, his or her participation in the amended ESPP will automatically terminate and no further purchases of common stock will be made for the participant. Any funds held for such participant will be distributed to the participant. A participant will cease to be an eligible employee during a purchase period if he or she no longer meets the requirements of an eligible employee under the amended ESPP or if such participant terminates employment, dies or is determined to be disabled prior to the applicable purchase date.
Transferability
Neither payroll deductions credited to a participant nor any rights with regard to the exercise of a purchase right under the amended ESPP may be assigned or transferred. If a participant dies, unless a personal representative of the deceased participant directs otherwise, any previous payroll deductions during the purchase period in which the
participant dies will be used to purchase stock on the purchase date for such purchase period. After the purchase date, the deceased participant’s stock and residual amounts will be delivered to the participant’s personal representative.
Holding Period
Participants will be required to hold stock purchased under the amended ESPP for six months following each purchase date, except the holding
period ceases to apply in the case of death of the participant.
Change of Control
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Subject to any required action by our shareholders, if we are the surviving corporation in a merger or consolidation, any offering under the amended ESPP will continue to pertain to and apply to our shares of common stock. However, if we dissolve or liquidate, or merge or consolidate and are not the surviving corporation, the amended ESPP and any offering under the amended ESPP will terminate
as of the effective date of the dissolution, liquidation, merger or consolidation, unless our Board determines otherwise and the balance of any amounts deduction from a participant’s compensation (or deposited) which have not been applied to purchase stock will be returned to the participant, as soon as reasonably practicable.
Amendment
Our Board may amend the amended ESPP at any time, subject to shareholder approval if required by applicable law and the New York Stock Exchange listing standards.
Termination
Unless sooner terminated by its terms or by our Board, the amended ESPP will terminate on the tenth anniversary of its effective date.
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Exhibit 99.3
Kentucky American Water Files Rate Request Driven by Approximately $108 Million in Continued Investments to Provide Safe, Clean, Reliable and Affordable Service
Request supports continued infrastructure investments in water systems that serve more than half a million people across 13 counties
LEXINGTON, KY. (May 15, 2026) – Kentucky American Water today filed a request with the Kentucky Public Service Commission (PSC) for new rates to support approximately $108 million in ongoing water system investments from January 1, 2027, through December 31, 2027. The request reinforces the company’s commitment to implementing critical system upgrades and continuing to improve water quality and reliability for its more than half a million people served.
"We engage in thorough strategic planning and make ongoing investments in our water systems," said Robert Burton, President of Kentucky American Water. “These investments directly benefit the communities we proudly serve and continue to support reliable service and improved water quality for our customers—from treatment to the tap. The investments underscore our commitment to the health and safety of our customers.”
The company last filed for a new rate request in May 2025, with new rates approved by the PSC and implemented in December 2025. While annual requests for rate adjustments have not been the typical cadence for the company in recent years, today’s filing is necessary to support the pace and level of infrastructure investment for the continuation of system resiliency, quality service and public health.
The proposed rate change will support the company’s plans to invest approximately $108 million to modernize and strengthen its water systems in communities across Kentucky. These investments will include the replacement of aging water pipeline, upgrading of storage tanks, wells, pumping stations, hydrants, and meters; and improvements to treatment facilities to address regulatory requirements.
Under the company’s proposal, if approved by the PSC, the typical residential water customer using 4,030 gallons of water would see an increase of approximately $8 per month.
Kentucky American Water remains committed to affordability and offers programs to assist income-eligible customers, including its H2O Help to Others assistance program, budget billing options and flexible payment plans. More details can be found on our Customer Assistance Programs webpage.
To learn more about Kentucky American Water’s rate filing and the regulatory process behind it, visit https://www.amwater.com/kyaw/Customer-Service-Billing/your-water-rates.
The rate request is the first step in the required 10-month PSC review process, which offers multiple opportunities for customer involvement. Customers can participate in the review process through written comments and consumer advocacy organizations that participate in the proceedings. All rate changes require PSC approval. The company’s new rates would take effect on an interim basis in December 2026. Once a final decision on the request is made by the PSC, any difference between the interim and final approved rates is subject to refund.
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 and celebrating 140 years in 2026, We Keep Life Flowing® by providing safe, clean, reliable and affordable drinking water and wastewater services to approximately 14 million people with regulated operations in 14 states and on 18 military installations. American Water’s approximately 7,000 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.
About Kentucky American Water
Kentucky American Water, a subsidiary of American Water with approximately 150 dedicated employees, provides safe, clean, reliable and affordable water and wastewater services to approximately 550,000 people. For more information, visit Kentucky American Water’s website and join Kentucky American Water on Facebook, X, Instagram and LinkedIn.
AWK-IR
Media Contact:
Susan Lancho
Senior Manager, External and Government Affairs
(859) 268-6332
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