Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") ofAmerican Water Works Company, Inc. , aDelaware corporation (the "Company"), was held onMay 11, 2022 . An aggregate of 157,091,225 shares, or 86.4% of the Company's issued and outstanding common stock as ofMarch 17, 2022 , the record date for the 2022 Annual Meeting, was represented in person or by proxy at the 2022 Annual Meeting, constituting a quorum. The results of voting at the 2022 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 nine nominees were elected as directors of the Company for a term expiring at the 2023 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 136,075,322 5,694,999 133,833 15,187,071 Martha Clark Goss 130,105,011 11,672,795 126,348 15,187,071 M. Susan Hardwick 140,407,901 1,369,282 126,971 15,187,071 Kimberly J. Harris 137,449,950 4,324,912 129,292 15,187,071 Julia L. Johnson 133,091,848 8,685,112 127,194 15,187,071 Patricia L. Kampling 139,188,280 2,588,239 127,635 15,187,071 Karl F. Kurz 139,464,793 2,306,247 133,114 15,187,071 George MacKenzie 127,605,631 14,156,364 142,159 15,187,071 James G. Stavridis 130,081,428 11,686,153 136,573 15,187,071
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 128,305,010 13,213,868 385,276 15,187,071 3.The ratification of the appointment, by theAudit, Finance and Risk Committee of the Board of Directors (the "Board"), ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2022, was approved by the following vote: For Against Abstain 141,788,377 15,087,924 214,924 4.The following non-binding shareholder proposal was not approved by the following vote: Shareholder Proposal For Against Abstain Broker Non-Votes Racial Justice Audit 66,804,395 71,592,017 3,507,742 15,187,071 As previously disclosed, onApril 27, 2022 , the non-binding shareholder proposal on climate transition plan reporting was withdrawn by its proponent, and, as a result, the proposal was not presented for consideration at the 2022 Annual Meeting and all votes cast on that proposal were disregarded for voting purposes.
Item 8.01. Other Events.
Appointment of Chairman and Board Committee Members
Following the 2022 Annual Meeting, at the Board's annual meeting, the Board appointed directorKarl 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 ofMay 11, 2022 and until the 2023 Annual Meeting of Shareholders, or until his or her earlier death, resignation or removal: 2 -------------------------------------------------------------------------------- Committee MembersJeffrey N. Edwards (Chair),Martha Clark Goss , Audit, Finance and Risk Patricia L.
Kampling and
Patricia L. Kampling (Chair),Martha Clark Executive Development and Compensation Goss, Kimberly
Kimberly J.
Edwards,Julia L. Johnson ,George MacKenzie Nominating/Corporate Governance and Admiral
AdmiralJames G. Stavridis (Chair), Kimberly Safety, Environmental, Technology and OperationsJ. Harris and
3
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