Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

(b) On May 13, 2020, Loyd A. Warnock, Senior Vice President, Chief External Affairs and Corporate Business Development Officer, informed American Water Works Company, Inc. (the "Company" or "American Water") of his intent to retire from the Company, effective January 2, 2021. On that same day, the Board of Directors of the Company (the "Board") approved a change in Mr. Warnock's officer title, effective June 1, 2020, to Senior Vice President, Chief Advisor - Regulatory and External Affairs, and determined that Mr. Warnock will continue to serve as an executive officer of the Company. (e) On May 13, 2020, the Executive Development and Compensation Committee of the Board approved a Separation Agreement and General Release (the "Separation Agreement"), pursuant to which Mr. Warnock would continue to be employed beginning on June 1, 2020 and ending on January 2, 2021 (the "Employment Term") at his current annual base salary of $484,500, subject to the Company's right to terminate Mr. Warnock's employment during the Employment Term for cause (as defined in the Separation Agreement). Unless the Separation Agreement is terminated prior to January 2, 2021, Mr. Warnock would also be eligible to receive a cash payment to be calculated substantially similar to payouts under the Company's Annual Performance Plan ("APP"), using his APP target of 65% of annual base salary and the ultimate corporate performance factor for 2020. This cash payment is contingent upon, among other things, the Company making payouts to eligible employees pursuant to the APP with respect to the 2020 plan year. Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") of American Water Works Company, Inc., a Delaware corporation (the "Company"), was held on May 13, 2020. An aggregate of 157,403,491 shares, or 87.0% of the Company's issued and outstanding common stock as of March 17, 2020, the record date for the 2020 Annual Meeting, was represented in person or by proxy at the 2020 Annual Meeting, constituting a quorum. The results of voting at the 2020 Annual Meeting on each of the matters submitted to a vote of the Company's shareholders thereat is as set forth below. 1. The following 11 nominees were elected as directors of the Company for a


        term expiring at the 2021 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     138,893,687      649,848    153,805          17,706,151
Martha Clark Goss      129,892,038    9,669,437    135,865          17,706,151
Veronica M. Hagen      138,950,526      608,171    138,643          17,706,151
Kimberly J. Harris     139,369,037      188,262    140,041          17,706,151
Julia L. Johnson       136,382,228    3,178,455    136,657          17,706,151
Patricia L. Kampling   139,367,979      188,708    140,653          17,706,151
Karl F. Kurz           139,345,730      203,521    148,089          17,706,151
Walter J. Lynch        138,694,764      848,781    153,795          17,706,151
George MacKenzie       130,028,191    9,514,552    154,597          17,706,151
James G. Stavridis     136,562,848    2,983,420    151,072          17,706,151
Lloyd M. Yates         138,742,425      797,403    157,512          17,706,151



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
134,431,879   4,923,018   342,443      17,706,151



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3.      The ratification of the appointment, by the Audit, Finance and Risk
        Committee of the Board of Directors (the "Board"), of
        PricewaterhouseCoopers LLP as the Company's independent registered public
        accounting firm for 2020, was approved by the following vote:



    For        Against    Abstain
147,912,598   9,245,030   245,863

Item 7.01. Regulation FD Disclosure.

On May 18, 2020, American Water issued a press release announcing Mr. Warnock's retirement and that the Board has appointed William M. Varley as Chief Growth Officer, effective June 1, 2020. A copy of this press release has been included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in response to this Item 7.01. The information furnished in response to this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 8.01. Other Events.

Appointment of Chairman and Board Committee Members Following the 2020 Annual Meeting, at the Board's annual meeting, the Board appointed director Karl F. Kurz to continue to serve as Chairman of the Board and the following directors to serve as members of the Board's four standing committees, each effective as of May 13, 2020 and until the 2021 Annual Meeting of Shareholders or until his or her earlier death, resignation or removal: Committee

                                   Members
                                            Martha Clark Goss (Chair), Jeffrey N.
                                            Edwards, Patricia L. Kampling, George
Audit, Finance and Risk                     MacKenzie and Lloyd M. Yates
                                            Julia L. Johnson (Chair), Martha
                                            Clark Goss, Veronica M. Hagen and

Executive Development and Compensation Kimberly J. Harris

George MacKenzie (Chair), Jeffrey N.
                                            Edwards, Veronica M. Hagen, Julia L.
                                            Johnson and Admiral James G.
Nominating/Corporate Governance             Stavridis
                                            Veronica M. Hagen (Chair), Kimberly
                                            J. Harris, Patricia L. Kampling,
Safety, Environmental, Technology and       Admiral James G. Stavridis and Lloyd
Operations                                  M. Yates



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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits have been provided herewith, as indicated: Exhibit No. Description of Exhibit



99.1*           Press Release, dated May 18, 2020, issued by American Water Works
              Company, Inc.
104           Cover Page Interactive Data File (the cover page XBRL tags are included
              and formatted as Inline XBRL)
* Furnished herewith.




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