awr-20260519
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 19, 2026
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
California | 001-14431 | 95-4676679 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 630 East Foothill Blvd. | San Dimas | CA | 91773-1212 | |||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(909) 394-3600
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
☐ 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(s) | Name of each exchange on which registered | ||||||
| American States Water Company Common Shares | AWR | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On May 19, 2026, shareholders approved the 2026 Stock Incentive Plan (the “Plan”). The Plan replaces the Company’s 2016 Stock Incentive Plan and enables the Compensation Committee of the Board of Directors of American States Water Company to continue to make stock awards to eligible employees in a manner consistent with the Company’s current compensation program. The Plan permits the Compensation Committee to grant awards which may be in the form of stock options, restricted stock, restricted stock units or performance awards. This description does not cover all the terms of the Plan. The full Plan document is attached as Exhibit 10.1 and is incorporated here by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders | ||||
The annual meeting of shareholders was held on May 19, 2026. The results of voting on each of the matters submitted to a vote are set forth below.
The following table presents the voting results of the election of Class III directors at this meeting:
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| Mr. Thomas A. Eichelberger | 30,973,050 | 369,351 | 3,889,205 | ||||||||
| Mr. Roger M. Ervin | 30,944,269 | 398,132 | 3,889,205 | ||||||||
| Mr. C. James Levin | 29,753,613 | 1,588,788 | 3,889,205 | ||||||||
Shareholders approved the 2026 Stock Incentive Plan, with
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 30,410,130 | 776,555 | 155,716 | 3,889,205 | ||||||||
The advisory vote on the compensation of the Company’s named executive officers as described in the Company’s proxy statement received the votes presented below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 28,620,741 | 2,468,427 | 253,233 | 3,889,205 | ||||||||
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, with
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 33,682,639 | 1,398,670 | 150,297 | 0 | ||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | ||||
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 STATES WATER COMPANY | |||||
| May 21, 2026 | /s/ Eva G. Tang | ||||
| Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer | |||||