8-K
American Water Works Company, Inc. (AWK)
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 14, 2025
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<br>of incorporation) | (IRS Employer<br>Identification No.) |
1 Water Street
Camden, NJ 08102-1658
(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:
☐ 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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of American Water Works Company, Inc., a Delaware corporation (the “Company”), was held on May 14, 2025. An aggregate of 175,129,166 shares, or 89.8% of the Company’s issued and outstanding common stock as of March 17, 2025, the record date for the 2025 Annual Meeting, was represented in person or by proxy at the 2025 Annual Meeting, constituting a quorum. The results of voting at the 2025 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 eight nominees were elected as directors of the Company for a term expiring at the 2026 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 | 152,961,827 | 8,397,859 | 124,494 | 13,644,986 |
| John C. Griffith | 160,289,969 | 1,066,027 | 128,184 | 13,644,986 |
| Laurie P. Havanec | 160,778,177 | 586,721 | 119,282 | 13,644,986 |
| Julia L. Johnson | 153,594,822 | 7,705,209 | 184,149 | 13,644,986 |
| Patricia L. Kampling | 154,858,358 | 6,508,520 | 117,302 | 13,644,986 |
| Karl F. Kurz | 151,082,536 | 10,223,295 | 178,349 | 13,644,986 |
| Michael L. Marberry | 156,825,199 | 4,531,669 | 127,312 | 13,644,986 |
| Stuart M. McGuigan | 160,588,115 | 770,683 | 125,382 | 13,644,986 |
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 |
|---|---|---|---|
| 141,839,019 | 19,141,223 | 503,938 | 13,644,986 |
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 2025, was approved by the following vote:
| For | Against | Abstain |
|---|---|---|
| 154,792,925 | 20,170,624 | 165,617 |
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 16, 2025, 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 $26.9 million, excluding infrastructure surcharges of $9.9 million. As provided by statutory authority, Kentucky American Water anticipates that it will put into effect proposed rates on an interim basis seven months after the filing of this case, or December 16, 2025, and the difference between the interim 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 52.26% and a debt component of 47.74%. The requested annualized incremental revenue is being driven primarily by approximately $212 million of capital investments completed and planned by Kentucky American Water from February 2025 through December 2026. 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 2026.
A copy of the press release issued by Kentucky American Water on May 16, 2025, has been filed as Exhibit 99.1 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, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 19, 2025, 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 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 |
|---|---|
| 99.1* | Press Release, dated May 16, 2025, issued by Kentucky American Water. |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are included and formatted as Inline XBRL). |
| *Filed herewith. |
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 16, 2025 | By: | /s/ DAVID M. BOWLER |
| David M. Bowler | |||
| Executive Vice President and Chief Financial Officer |
4
Document
Exhibit 99.1
Kentucky American Water Files Rate Request
Driven by More Than $212 Million in Investment
Request reinforces company’s commitment to providing safe, clean,
reliable and affordable service
LEXINGTON, Ky. (May 16, 2025) – Kentucky American Water filed a request today with the Kentucky Public Service Commission (PSC) for new rates, reflecting more than $212 million in system investments. The request reinforces the company’s commitment to replacing aging infrastructure and continuing to provide safe, clean, reliable and affordable service in compliance with environmental regulations for the benefit of customers.
“Kentucky American Water is dedicated to the health and safety of our customers and the communities we serve,” said Rob Burton, president of Kentucky American Water. “Our approach to long-term, efficient and consistent investments in our water systems enables us to deliver high-quality service to the more than half a million people we serve in 13 counties.”
Among the investments included in the request are the replacement of 30 miles of aging water pipelines and the upgrading of storage tanks, pumping stations, hydrants, meters and more.
In today’s filing, Kentucky American Water is seeking a total annual revenue increase of approximately $26.9 million, excluding Qualified Infrastructure Program (QIP) revenues that have already been approved. The company’s rate request undergoes extensive, public review by the PSC, the Kentucky Attorney General’s Office of Rate Intervention and other interested parties, such as the Lexington-Fayette Urban County Government. This process includes numerous interrogatories, public hearings and evidentiary hearings. The company’s last general rate case was filed in June 2023.
If the company’s proposed rates are approved as requested, the water bill for the average residential customer using 3,900 gallons per month would increase about $9 per month.
The new rates proposed in today’s filing are a request only. Kentucky American Water anticipates that proposed rates will go into effect, on an interim basis, approximately seven months after the filing. The PSC will make the final decision regarding any change in rates within 10 months of the
filing. Once a final decision has been made by the PSC, the difference between the interim and final approved rates is subject to a refund. Customers will be informed of the approved rates by mail and on the company’s website.
Kentucky American Water offers bill paying assistance programs that include payment plans, budget billing and, for income-eligible customers, the company’s H2O Help to Others customer assistance program. More information can be found by clicking the Customer Assistance Program link under Customer Service & Billing on the company’s website.
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 6,700 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.
About Kentucky American Water
Kentucky American Water, a subsidiary of American Water, is the largest regulated water utility in the state, providing safe, clean, reliable and affordable water and wastewater services to approximately 527,000 people.
For more information, visit kentuckyamwater.com and join Kentucky American Water on Facebook, X, Instagram and LinkedIn.
AWK-IR
Media Contact:
Susan Lancho
Senior Manager, External and Government Affairs
Kentucky American Water
susan.lancho@amwater.com