American Water Works Company, Inc. (AWK) Earnings Call Transcript & Summary

Good morning, and welcome to American Water Works Company's 2021 Annual Meeting of Shareholders. At this time, I would like to turn the meeting over to Walter Lynch, President and Chief Executive Officer of American Water. Please go ahead.

Thank you, and good morning, everyone. I'm Walter Lynch, President and CEO of American Water. Let me start by thanking all our shareholders for attending this meeting virtually, especially our employees. As you know, American Water is proud to provide essential water and wastewater services across the country especially throughout this pandemic. At the onset of COVID-19, American Water established clear priorities across our organization focused on 3 areas. The first was the care and safety of our employees and their families. The second was the safety of our customers and the communities we serve. And the third area of focus was the execution of our preparedness plan so we can continue to provide essential services and help our communities across our footprint. American Water's response to the pandemic, our ability to deliver upon our strategic goals and our path to future success were detailed in our annual report. I hope you've had a chance to read it. As we did last year, we're holding our Annual Meeting of Shareholders virtually in accordance with guidance from the U.S. Centers for Disease Control and Prevention and the State of New Jersey. While we would prefer to be able to meet with each of you in person, our continued use of a virtual meeting will allow our shareholders to attend the annual meeting safely and securely. Before turning the call over to our Chairman of the Board, Karl Kurz, let me conclude by emphasizing the expertise, commitment and determination that our employees displayed in enabling American Water to rise and meet the challenges of 2020. We thank all our employees for continuing to provide our essential services for hygiene, hospital, sanitation and fire protection. Their response has been and continues to be simply incredible. With that, I now would like to turn the meeting over to our Chairman of the Board and chairman of the meeting, Karl Kurz.

Good morning. Thank you, Walter. Welcome to American Water's 2021 Annual Meeting of Shareholders. I am Karl Kurz, Chairman of the Board. Pursuant to our amended and restated bylaws, I will serve as chairman of the meeting. It is now 10:02 a.m. Eastern Time and I am calling the meeting to order. As permitted by our amended and restated bylaws, this meeting is being held solely via remote communication through an audio-only virtual format over the Internet. In-person attendance at this meeting is not permitted. American Water has designed the virtual meeting format to ensure that its shareholders are afforded the right and opportunity to attend and participate in the annual meeting safely and security. Our virtual meeting is open to all shareholders of record as of March 17, 2021, the record date for the annual meeting, as well as their legal proxies. Consistent with past practice at our in-person annual meetings, members of the public are permitted to access the annual meeting through the virtual meeting platform in listen-only mode. An audio-only webcast of this meeting will remain on American Water's Investment Relations website for a period of 30 days after the meeting. I would like to begin by recognizing the other members of American Water's Board of Directors, all of whom are in attendance by remote communication at today's annual meeting. Each of these current directors, including myself, will be standing for election. The directors are Jeff Edwards; Martha Goss, Veronica Hagen, Kimberly Harris, Julia Johnson, Patricia Kampling, Walter Lynch, George MacKenzie, Admiral James Stavridis, Lloyd Yates. Also in attendance by remote communication today is Jeff Taylor, our Vice President, Chief SEC Counsel and Corporate Secretary. In accordance with our amended and restated bylaws, Mr. Taylor will act as secretary of the meeting. Gavin Hamilton, our audit partner from PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also in attendance by remote communication today. We will now conduct the formal business portion of our meeting as set forth in the notice of meeting and proxy stated and dated March 30, 2021. I now turn the meeting over to Mr. Taylor as secretary of the meeting to assist me in leading this meeting.

Thank you, Mr. Chairman. 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 validated 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 validated and are allowed to submit questions through the virtual meeting site at any time during the meeting. 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 question that is not relevant to the meeting agenda or that does not otherwise comport with the rules of conduct. Once the polls have opened, no further questions regarding the meeting agenda will be entertained. If you have joined the virtual annual meeting without a 16-digit control number, we are 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 2021 proxy statement and its 2020 annual report to shareholders, or in the alternative, a notice and access card providing proper notice of the meeting, were mailed on a timely basis commencing March 30, 2021, to all shareholders of record as of the close of business on March 17, 2021. I 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 the affidavit of distribution will be included in the records of this meeting. Turning to the quorum needed to conduct this meeting, Mr. Chairman, I would like to report that as of March 17, 2021, the record date for this meeting, there were 181,467,257 shares of the company's common stock outstanding and entitled to vote. Each outstanding share of stock represents 1 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 159.2 million shares or about 87.7% of the company's issued and outstanding common stock on the record date. Therefore, a quorum is present. The General Corporation Law of the State of Delaware requires that a certified list of all shareholders entitled to vote at this meeting be available for examination by any shareholder of record for a period of at least 10 days prior to the date of this meeting, either at our principal place of business during regular business hours or through a reasonably accessible electronic network as defined under applicable Delaware law. To protect shareholders during the COVID-19 pandemic, we have met this requirement by making the shareholder list available during the requisite period of time through a virtual data room that constitutes a reasonably accessible electronic network. And it is present and available for inspection at this meeting through the virtual meeting platform by any shareholder present.

Thank you, Jeff. And on the basis of this report, I declare that this meeting is lawfully convened and ready for the transaction of business. Mr. Taylor will now report on the appointment of the inspector of election.

Mr. Chairman, the Board of Directors has appointed Christopher Woods, a representative of Broadridge Financial Solutions, 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. 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.

We will now proceed with the business to come before this meeting. The first item of business today is proposal 1: the election of directors. American Water's directors are elected by a majority of votes cast. A majority of the votes cast means the number of shares voted for a director must exceed the number of shares voted against the director. Abstentions are not taken into account for the purposes of this proposal. The Board has nominated the following 11 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: Jeffrey Edwards, Martha Goss, Veronica Hagen, Kimberly Harris, Julia Johnson, Patricia Kampling, Walter Lynch, George MacKenzie, Admiral James Stavridis, Lloyd Yates and myself Karl Kurz. No other persons have been nominated under the procedures required by our amended and restated bylaws and explained in the proxy statement. The Board of Directors has recommended a vote for each of these nominees. The next item of business is proposal 2: the approval, on an advisory basis, of the compensation of the company's named executive officers. We have asked our shareholders to approve, on a nonbinding basis, the following resolution. Resolved that the shareholders of American Water Works Company, Inc. approve, on an advisory basis, the compensation of the company's named executive officers as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation discussion and analysis, the executive compensation tables and the related narrative discussion in the company's proxy statement for the 2001 -- 2021 Annual Meeting of the Shareholders. This item will be approved if a majority of the shares present in person by remote communication or by proxy at the meeting and entitled to vote are cast for the proposal. Abstentions will not be considered as votes against for purposes of this matter. The Board of Directors has recommended a vote for this proposal. The last item of business is proposal 3: the proposal to ratify the appointment by the Audit, Finance and Risk Committee of the Board of Directors of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. This item will be approved if a majority of the shares present in person by remote communication or by proxy at the meeting and entitled to vote are cast for the proposal. Abstentions will be considered as votes against for the purpose of this matter. The Board of Directors 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 questions that have been submitted in accordance with the rules of conduct. I now ask Mr. Taylor to state whether there are any such questions.

Mr. Chairman, there are no questions that are properly before the meeting.

Since we have not received any questions regarding the matters to be voted on at the meeting, we will now commence with voting. The time is 10:12 Eastern Time and I declare the polls now open for each of the 3 aforementioned matters to be voted on today. All American Water shareholders of record or their validly designated proxies are entitled to cast their vote by remote communication at this meeting. If you have been validated 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 allow time for shareholders who haven't already done so to complete voting, I would like to briefly remind you that if you have already mailed your proxy or voted on the Internet or by phone, you do not need to do anything further. Your vote has been recorded and are counted in accordance with our voting instructions. Also, persons who are not validated as shareholders on the virtual meeting portal will not be permitted to vote or change their vote. The polls will remain open to allow the opportunity for validated shareholders to cast or change your vote. I will pause briefly to allow voting to be completed. [Voting]

Now that validated shareholders have had the opportunity to vote or change your vote, I now declare the polls closed. The time is now 10:13 a.m. Eastern Time. I would ask Mr. Taylor to please present the preliminary results of the voting provided by the inspector of election.

Mr. Chairman, I'm pleased 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 11 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, 2021, 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. We will report our final vote results in a Form 8-K to be filed within 4 business days after the conclusion of the meeting.

Thank you. Based on the report provided by Mr. Taylor, I declare that each of the 11 director nominees has been duly elected to hold office until the company's next Annual Meeting of Shareholders and until his or her successor is elected and qualified. I further declare that the advisory vote on the compensation of our named executive officers has been approved by the shareholders. I declare that the appointment of PricewaterhouseCoopers LLP by the Audit, Finance and Risk Committee as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified 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 the certificate, when executed, be filed with the minutes of the meeting. With the report of the vote concluded, there is no further business to come before the meeting. I declare that the 2021 Annual Meeting of Shareholders of American Water is now concluded at 10:17 Eastern Time, and I hereby adjourn the meeting. As the formal business of the annual meeting is now concluded, I would like to share with you a brief video from our CEO, Mr. Lynch, who will be able to walk you through the virtual meeting portal, which you will be able to watch in the virtual meeting portal. Thank you for your time today. Please queue the video.