American Water Works (NYSE:AWK) held a virtual special meeting of shareholders to vote on matters related to its proposed merger with Essential Utilities. The meeting, conducted in an audio-only format, concluded with shareholders approving a proposal to issue shares of American Water common stock in connection with the merger agreement.
Management highlights proposed merger rationale
John Griffith, president and chief executive officer of American Water, opened the meeting by thanking shareholders and employees for attending and said the company was “very enthusiastic” about the proposed merger with Essential Utilities.
According to Griffith, the combined company’s increased scale and operational efficiency would support continued investment in critical infrastructure, which he said would enable the company to continue providing high-quality customer service at affordable rates.
Virtual meeting format and shareholder access
Board Chair Karl Kurz called the meeting to order at 10:01 a.m. Eastern Time and noted the special meeting was being held solely via remote communication, as permitted by the company’s bylaws. He said the virtual format was intended to permit broad access for shareholders and shareholder employees. Kurz added that members of the public were allowed to listen through the virtual platform in a listen-only mode.
Kurz said an audio-only webcast would remain available on American Water’s investor relations website for at least 30 days after the meeting.
Disclosures and procedural matters
Jeff Taylor, vice president, chief SEC counsel, and secretary, reviewed forward-looking statement disclosures, noting that comments made during the meeting could include expectations regarding the proposed merger or other future events and were subject to risks and uncertainties. Taylor referenced risk information contained in American Water’s Form 10-K for the fiscal year ended Dec. 31, 2024 (filed Feb. 19, 2025) and in the joint proxy statement/prospectus dated Dec. 31, 2025, along with subsequent SEC filings.
Taylor also outlined meeting conduct rules, including that there would be no question-and-answer session regarding matters to be voted on. He said the notice of meeting and joint proxy statement/prospectus were sent via U.S. Priority Mail beginning Dec. 31, 2025, to shareholders of record as of Dec. 29, 2025, and that an affidavit of distribution had been received confirming delivery.
Quorum and election oversight
Taylor reported that as of the record date, American Water had 195,177,161 shares of common stock outstanding and entitled to vote. He said approximately 161.2 million shares, or about 82.6% of shares outstanding as of the record date, were represented in person by remote communication or by proxy, satisfying the quorum requirement.
The board appointed Christopher J. Woods of American Election Services, LLC as inspector of election. Taylor said Broadridge Financial Solutions served as vote tabulator, inspecting and counting proxies received prior to the meeting and, along with the inspector, recording and inspecting voting activity during the meeting.
Shareholders approve share issuance proposal tied to merger
Shareholders considered two proposals described in the notice and the joint proxy statement/prospectus dated Dec. 31, 2025:
- Share Issuance Proposal: Approval of the issuance of shares of American Water common stock pursuant to the merger agreement dated Oct. 26, 2025, involving Essential Utilities, Inc., Alpha Merger Sub, Inc., and American Water.
- Adjournment Proposal: Authorization to adjourn or postpone the special meeting if needed to solicit additional proxies or to ensure timely delivery of any supplement or amendment to the joint proxy statement/prospectus.
Kurz opened the polls at 10:08 a.m. Eastern Time. Shareholders authenticated through the virtual portal were able to vote or change prior votes electronically. The polls closed at 10:09 a.m.
Taylor reported preliminary results indicating that the Share Issuance Proposal received the affirmative vote of at least a majority of the shares present (in person by remote communication or represented by proxy) and entitled to vote. Because the share issuance proposal was approved, the preliminary results of the adjournment proposal were not necessary.
Management said the inspector of election would execute a certificate with the final vote totals to be included in the meeting minutes. The company also said it would report the vote results in a Form 8-K within four business days after the meeting.
The meeting adjourned at 10:11 a.m. Eastern Time.
About American Water Works (NYSE:AWK)
American Water Works Company, Inc (NYSE: AWK) is a publicly traded utility company that provides water and wastewater services in the United States. Its core business is the operation, management and maintenance of regulated water and wastewater systems that deliver potable water, collect and treat wastewater, and provide related customer services to residential, commercial and industrial customers as well as municipalities. The company’s operations include water treatment and distribution, wastewater collection and treatment, meter reading and billing, emergency repairs, and long-term infrastructure planning and capital project execution.
In addition to its regulated utility operations, American Water offers complementary nonregulated services and solutions that support system reliability and customer needs.
