American Water Works Company, Inc. (AWK) May 13, 2026 Annual General Meeting Transcript

Good morning, and welcome to American Water Works Company's 2026 Annual Meeting of Shareholders. At this time, I would like to turn the meeting over to John Griffith, President and Chief Executive Officer of American Water. Please go ahead.

Thank you, Gary. Good morning. I am John Griffith, President and CEO of American Water. Let me start by thanking all of our shareholders for attending this meeting virtually, including our employees. We are again holding our annual meeting of shareholders virtually, as we have for a few years now. Our use of a virtual meeting continues to allow broad access to the annual meeting by our shareholders and shareholder employees. Before turning the call over to our board chair, I'd like to thank our employees for their hard work and expertise in continuing to serve our customers and driving our strategic goals forward. Our employees are passionate about our customers, our communities, and each other. We share a common purpose of providing safe, clean, reliable, and affordable water and wastewater services to our customers across the United States. We are also committed to maintaining a business that is fundamentally strong, is focused on continuous improvement, and has a long runway for continued growth. Additionally, since this is my first annual meeting as CEO, and as I reflect on my first year in this role, I want to thank our Board of Directors, our talented leadership team, and all of our dedicated employees for their unwavering commitment to excellence. Their contributions drove our strong financial and operational performance in 2025. I also want to acknowledge the steadfast commitment of these individuals who every day provide critical water and wastewater solutions to our customers. American Water continues to be a leader in all aspects of the water and wastewater utility industry in the United States. Our company has consistently and successfully executed on its strategy, reinforcing the trust gained from investors, analysts, and other key stakeholders. With the hard work and dedication of our leadership team and employees, I am confident that the company will continue to execute on its growth strategy and the pursuit of opportunities that create lasting value finally i want to thank you our shareholders on behalf of our board leadership team and employees for your strong support of our company and our growth strategy including our proposed merger with essential utilities as evidenced by your overwhelming approval in february of the merger related share issuance This combination with Essential will bring together two industry leaders with a combined water and wastewater rate base of $29 billion, serving communities across 17 states and on 18 military installations. The proposed merger will increase our scale and geographic diversity, positioning us for continued investment in critical infrastructure and sustainable growth. We continue to work toward our goal of completing the necessary steps to close the merger by the end of the first quarter of 2027, including obtaining the required regulatory approvals. With that, I will turn the meeting over to our board chair and chair of the meeting, Carl Kurz.

Thank you, John. And, John, thanks for your leadership, the past, watching you lead this. Good morning and welcome to American Water's 2026 annual meeting of shareholders. I am Carl Kurz, board chair. As permitted by our amended and restated bylaws, the annual meeting is being held solely via remote communication through an audio-only format. As John previously indicated, American Water is holding this meeting virtually to permit broad. While we are not expecting any issues in the event of any technical difficulty during the meeting, we ask that you please stand by as we seek to resolve the issue. Members of the public are permitted to access the annual meeting through the virtual meeting platform in listen-only mode. We have also allowed authenticated shareholders to submit before and during the meeting questions that are germane to the matters to be voted on at the meeting. An audio-only webcast of this meeting will remain on American Waters' Investor Relations website for a period of at least 30 days after this meeting. I would like to begin by recognizing the other current members of American Waters' board, John Griffith, Lisa Groh, Laurie Havanek, Wiggin, and Rafiq Nahoub, SEC Counsel and Secretary. Mr. Taylor will act as secretary of the meeting. Dan McGill, our audit partner from PricewaterhouseCoopers LLP, our independent registered public accounting firm, is a leading and proxy statement dated March 24, 2026. I will now turn the meeting over to Mr. Taylor as secretary of the meeting to assist in leading this party.

Thank you, Mr. Kurz. Let me begin by first addressing the rules of conduct for this meeting, a copy of which has been made available and can be accessed on our virtual meeting portal. To conduct an orderly meeting, we require participants to follow the rules of conduct. Only shareholders entitled to vote at the meeting and authenticated through the virtual meeting platform will be permitted to submit questions at this meeting. If you have entered the virtual meeting with your 16-digit control number, you have been authenticated and are allowed to submit questions through the virtual meeting site. Authenticated shareholders were also permitted to submit questions prior to the meeting. Appropriate questions relevant to the matters to be voted on at the meeting will be addressed immediately prior to the opening of the polls. We will not respond to any inappropriate question, including any question that is not relevant to the matters on the meeting agenda or that does not otherwise comport with the rules of conduct. No questions will be entertained after we commence discussion of the matters to be presented for a vote at the meeting. If you have joined the virtual annual meeting without a 16-digit control number, we're pleased to have you attend the meeting as a guest, but you will not be able to submit a question. In accordance with the general corporation law of the state of Delaware and the rules of the Securities and Exchange Commission, the notice of this meeting, together with the company's 2026 proxy statement and its 2025 annual report to shareholders, or in the alternative, a notice and access card providing proper notice of the meeting, were sent via U.S. mail on a timely basis, commencing March 24, 2026, to all shareholders of record as of the close of business on March 17, 2026. I have received an affidavit of distribution confirming that the notice of this meeting was provided to all such shareholders of record. A copy of both the notice of this meeting and this affidavit of distribution will be included in the records of this meeting. Turning to the quorum needed to conduct this meeting, I would like to report that as of March 17, 2026, the record date for this meeting, there were 195,280,114 shares of the company's common stock outstanding and entitled to vote. Each outstanding share of stock represents one vote. The amended and restated bylaws provide that the presence in person by remote communication or by proxy at the meeting of a majority of the shares entitled to vote shall constitute a quorum. We have represented here today, either in person, by remote communication, or by proxy, approximately 177.9 million shares, or about 91.1% of the companies issued an outstanding common stock on the record date. Therefore, a quorum is present. The amended and restated bylaws of the company also require that a certified list of all shareholders of record entitled to vote at this meeting be available for examination by any shareholder of record for a period of at least 10 days ending on the day before the date of this meeting at our principal place of business during regular business hours. And we have met this requirement by making the shareholder list available at our principal place of business since at least Friday, May 1st, 2026.

Thank you, Jeff. And on the basis of your plea convened and ready.

Yep. Thank you, Mr. Kurz. The board of directors has appointed Christopher J. Woods, a representative of American Election Services, to act as inspector of election for today's meeting. Mr. Woods has taken the oath of inspector of election and is attending the meeting via remote communication. The proxies received from shareholders prior to the meeting have been inspected and counted by Broadridge Financial Solutions, the company's proxy tabulator. Also, Mr. Woods, together with Broadridge, will record and inspect all voting activity during the meeting and will certify the results of the vote on matters to be considered at the meeting based on any such activity.

American Waters directors, the number of shares voted for are not taken into account for the purpose to nominate the following 10 individuals to serve as directors of American Water Works Company, Inc., and to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. pre-stated bylaws and the board of directors has recommended a vote we have asked our shareholders to approve on a non-binding basis the forks company inc including the compensation discussion and analysis the executive compensation tables and the related narrative discussion in the company's proxy statement for the 2026 and item will be approved if the majority of the shares present in person by remote communications or by proxy at the meeting and entitled to vote The Board of Directors has recommended that vote by the appointment by the Audit, Finance, and Risk Committee of the Board of Directors of Price, Waterhouse, Coopers, the company's independent registered public accounting firm. This item will be approved if the majority of the shares present by proxy at the meeting and entitled to vote are cast for the proposal. It has recommended a equity compensation plan. This item will be approved if the majority of the shares present in person at the meeting and Intel Works Company, Inc. and its designated subsidiary's 2017 non-qualified employee stock purchase plan. This item will be approved if the majority of the shares present in person by remote communication or by proxy at the meeting and entitled to vote or cast for. This proposal will be considered as votes against. The Board of Directors has recommended a vote for. This next item of business is Proposal 6. to approve the amendment to the American Water Works Company, Inc. restated certificate of incorporation to provide for officer exploitation. This item will be approved if the majority of all the outstanding shares of common stock and vital to vote are cast for this proposal. The Board of Directors has recommended a vote for this proposal. This concludes the description of all matters that are properly before the meeting. We will now determine whether there are any appropriate questions that remain to the meeting that have been properly submitted either in advance of the meeting or during the meeting in accordance with the rules of conduct. I now ask Mr. Taylor to state whether there are any such questions.

Mr. Kurz, there are no appropriate questions germane to the matters to be voted on at this meeting.

14 a.m. Eastern Time, and I now open the polls. All authenticated American Water shareholders are entitled to cast their vote by remote communication at this meeting. If you've been authenticated in the virtual meeting portal as a shareholder, and you wish to vote or change a previously cast vote, you may vote your shares via the virtual meeting portal by clicking on the voting button on your screen and following the instructions provided. While we will allow a short amount of time for voting by shareholders who haven't already done so, I'd like to briefly remind you that if you have already mailed your proxy or voted on the internet or by phone, you need not do anything else at this time. Your vote has been recorded and counted in accordance with your voting instructions. Students who have not been properly authenticated as shareholders on the virtual meeting portal will not be permitted to vote or change their vote. The polls remain briefly open to allow the opportunity for authenticated shareholders to cast or change their vote. I will now pause for 15 seconds to allow any remaining voting activities to be completed. The opportunity to vote or change the vote, I now close the polls. The time is now 10.15 a.m. Eastern Time. The preliminary results of the voting provided by the Inspector of Election.

This occurs. I would like to report the preliminary voting results as follows. The inspector of election has supervised the voting with respect to the annual meeting and has confirmed that each of the 10 director nominees received a majority of the votes cast for election. The inspector of election has confirmed that the advisory vote on executive compensation received the affirmative vote of at least a majority of the shares present in person by remote communication or by proxy and entitled to vote. The inspector of election has also confirmed that the ratification of the appointment by the Audit Finance and Risk Committee of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, received the affirmative vote of at least a majority of the shares present in person by remote communication or by proxy and entitled to vote. The inspector of election has also confirmed that the proposal to approve amendments to and the restatement of the American Water Works Company, Inc. 2017 omnibus equity compensation plan received the affirmative vote of at least a majority of the shares present in person by remote communication or by proxy and entitled to vote. The inspector of election has also confirmed that the proposal to approve amendments to and the restatement of the American Water Works Company Inc. and its designated subsidiaries 2017 non-qualified employee stock purchase plan received the affirmative vote of at least a majority of the shares present in person by remote communication or by proxy and entitled to vote. Lastly, the inspector of election has also confirmed that the proposal to approve an amendment to the American Water Works Company Inc. restated certificate of incorporation to provide for officer exculpation received the affirmative vote of at least a majority of all the outstanding shares of common stock entitled to vote. We will report our final vote results in a Form 8K to be filed with the SEC within four business days after the conclusion of this meeting.

Thank you, Jeff. Based on that, each of the 10 director nominees has been elected to hold office until the company's next annual meeting of shareholders and until his or her success of the advisory vote on the compensation of our named Executive Officer LLP by the Audit, Finance, and Risk Committee as a public accounting firm for the fiscal year ending December 31, 2026 has been ratified by the shareholders. I can further report that the amending and restating of our 2017 Omnibus Equity Compensation Plan has been approved by the shareholders. And finally, I can report that the amendment of our restated Certificate of Incorporation to provide for officer exculpation has been approved by the shareholders. The inspector of election will execute a certificate as to the total number of votes cast on each of the matters considered at this meeting. I will direct that that certificate, when executed, be filed with the minutes of the meeting. Formal matters before the meeting concluded, there is no further business to come before the meeting. The 2026 annual meeting of shareholders of American Water is now concluded at 1019 a.m. Eastern Time, and I hereby adjourn the meeting. You may now disconnect from the meeting portal.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.