Independent
Tenure on this board
8.3 yrs
Also a director at
Raymond James Financial Inc (RJF)Aar Corp (AIR)
10 nominees · 6 ballot items.
Election of ten directors; advisory vote on executive compensation; ratification of PricewaterhouseCoopers LLP as independent auditors; approval of amendments and restatement of 2017 Omnibus Equity Compensation Plan; approval of amendments and restatement of 2017 Nonqualified ESPP; approval of amendment to Restated Certificate to provide officer exculpation.
Election of ten director nominees to serve until the 2027 annual meeting.
Advisory (non-binding) approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The advisory proposal asks shareholders to approve, on a non-binding basis, the disclosed compensation arrangements for named executive officers. Management seeks approval to validate its compensation philosophy that ties a substantial portion of pay to performance via APP and LTPP, use of PSUs and RSUs, and governance features like clawbacks, stock ownership guidelines and independent consultant advice. The board recommends FOR, noting prior strong shareholder support (~87.8% in 2025), the alignment of pay with performance measures (Adjusted EPS, TSR, ROE, safety and customer metrics), and existing risk controls. Approving preserves management’s current compensation framework and supports retention/attraction of executives; opposition would signal shareholder concern and likely trigger further engagement and review by the ED&CC. The vote is advisory and not binding, but the ED&CC has committed to consider results in future decisions.
Ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Approve amendments to and restatement of the 2017 Omnibus Equity Compensation Plan, primarily to extend termination date to Dec 31, 2036 and clarify terms; no increase in share reserve.
This management proposal seeks shareholder approval to amend and restate the 2017 Omnibus Equity Compensation Plan to extend its term to December 31, 2036 and make technical and administrative modifications, without increasing the existing share reserve of 7,180,623 shares. Management argues the plan is necessary to continue granting equity awards that align employee incentives with shareholder value and to meet NYSE listing and tax-code requirements (including Section 422 for ISOs). The ED&CC will administer the plan, retain authority over grant terms, and preserve anti-dilution, change-of-control, clawback, deferral and repricing limits (requiring shareholder approval). The board recommends FOR given continuity of compensation programs and no increase in share pool; a negative vote would limit ability to grant equity awards after the current plan expiration and could impact retention and recruitment of key personnel.
Approve amendments to and restatement of the 2017 Nonqualified Employee Stock Purchase Plan to extend the termination date to Feb 6, 2037 and make administrative changes; no increase in share reserve.
The proposal asks shareholders to approve an amended and restated version of the nonqualified ESPP, extending its termination date to February 6, 2037 and retaining the existing 2,000,000-share reservation while preserving employee purchase mechanics (quarterly purchase periods, 85% purchase price of market, holding period and contribution limits). Management presents the ESPP as a retention/engagement tool that aligns employee interests with shareholders. It is non-Section 423 plan and does not include officers or directors; share count is unchanged. The board recommends FOR; rejection would end ESPP after current plan expiry and could affect employee share ownership programs.
Amend Article VIII of the Restated Certificate to add officer exculpation to the fullest extent permitted by Delaware law.
This management proposal requests shareholder approval to amend Article VIII of the Company’s Restated Certificate of Incorporation to extend the existing director exculpation provision to officers as well, to the fullest extent Delaware law permits. Management and the Nominating Committee argue this reduces the risk of distracting or meritless monetary claims against officers, aligns American Water with peer companies that have adopted similar provisions after Delaware amended its law in 2022, and supports recruiting and retention of executives. The amendment preserves key exceptions (for breaches of duty of loyalty, acts not in good faith or involving intentional misconduct, violations of Delaware law relating to unlawful distributions, and transactions yielding improper personal benefit), and is prospective only. The board recommends FOR; failure to approve leaves current director-only exculpation intact but provides no statutory officer exculpation, possibly disadvantaging recruitment and increasing perceived litigation risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.50% | 12,699,771 | $1.7B |
| 2 | STATE STREET CORP | 6.16% | 12,038,747 | $1.6B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.79% | 11,301,554 | $1.5B |
| 4 | WELLINGTON MANAGEMENT GROUP LLP | 5.43% | 10,598,364 | $1.4B |
| 5 | BlackRock, Inc. | 3.58% | 6,992,864 | $952M |
| 6 | GQG Partners LLC | 3.29% | 6,431,056 | $875M |
| 7 | Aristotle Capital Management, LLC | 2.98% | 5,813,455 | $791M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 4,529,557 | $614M |
| 9 | BlackRock, Inc. | 2.25% | 4,394,860 | $598M |
| 10 | BlackRock, Inc. | 2.07% | 4,044,238 | $550M |
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