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American States Water (NYSE: AWR) shareholders approve 2026 stock plan, board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American States Water Company reported results from its May 19, 2026 annual shareholder meeting. Shareholders approved the new 2026 Stock Incentive Plan, which replaces the 2016 plan and allows stock options, restricted stock, restricted stock units and performance awards for eligible employees.

Class III directors Thomas A. Eichelberger, Roger M. Ervin and C. James Levin were re‑elected, each receiving about 31 million votes for and roughly 3.9 million broker non‑votes. Shareholders also supported the advisory vote on executive compensation and ratified PricewaterhouseCoopers LLP as independent registered public accounting firm.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan approval votes for 30,410,130 votes Votes for 2026 Stock Incentive Plan
Plan votes against 776,555 votes Votes against 2026 Stock Incentive Plan
Say-on-pay votes for 28,620,741 votes Advisory vote on executive compensation
Auditor ratification votes for 33,682,639 votes Ratification of PricewaterhouseCoopers LLP
Director Eichelberger votes for 30,973,050 votes Election of Class III director
Broker non-votes (most items) 3,889,205 votes Broker non-votes on director, plan and say-on-pay items
2026 Stock Incentive Plan financial
"On May 19, 2026, shareholders approved the 2026 Stock Incentive Plan (the “Plan”)."
restricted stock units financial
"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."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance awards financial
"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."
broker non-votes financial
"Name | Votes For | Votes Withheld | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote on the compensation financial
"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."
independent registered public accounting firm financial
"Shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, with"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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 classTrading Symbol(s)Name of each exchange on which registered
American States Water Company Common SharesAWRNew 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:

NameVotes ForVotes WithheldBroker Non-Votes
Mr. Thomas A. Eichelberger30,973,050369,3513,889,205
Mr. Roger M. Ervin30,944,269398,1323,889,205
Mr. C. James Levin29,753,6131,588,7883,889,205

Shareholders approved the 2026 Stock Incentive Plan, with
Votes ForVotes AgainstAbstentionsBroker Non-Votes
30,410,130776,555155,7163,889,205

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 ForVotes AgainstAbstentionsBroker Non-Votes
28,620,7412,468,427253,2333,889,205

Shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, with
Votes ForVotes AgainstAbstentionsBroker Non-Votes
33,682,6391,398,670150,2970

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.Description
10.1
2026 Stock Incentive Plan
104Cover 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

Source: View Original Filing on SEC EDGAR

FAQ

What did American States Water (AWR) shareholders approve at the 2026 annual meeting?

Shareholders approved the 2026 Stock Incentive Plan, elected three Class III directors, supported the advisory vote on executive compensation, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for American States Water Company.

How did American States Water (AWR) shareholders vote on the 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan received strong support, with 30,410,130 votes for, 776,555 against, 155,716 abstentions and 3,889,205 broker non‑votes. This approval allows continued use of equity-based awards in the company’s compensation program.

What types of awards are allowed under American States Water’s 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan permits the Compensation Committee to grant stock options, restricted stock, restricted stock units and performance awards. These equity-based incentives align eligible employees’ compensation with company performance and replace the prior 2016 Stock Incentive Plan.

Were American States Water’s executive pay practices approved by shareholders?

Yes. The advisory vote on compensation for named executive officers received 28,620,741 votes for, 2,468,427 against, 253,233 abstentions and 3,889,205 broker non‑votes, indicating shareholder support for the company’s disclosed executive compensation program.

Which directors were elected at American States Water’s 2026 annual meeting and with how many votes?

Class III directors Thomas A. Eichelberger, Roger M. Ervin and C. James Levin were elected. They received 30,973,050; 30,944,269; and 29,753,613 votes for, respectively, with broker non‑votes of 3,889,205 for each director nominee.

Who is American States Water’s independent registered public accounting firm after the 2026 vote?

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm, with 33,682,639 votes for, 1,398,670 against and 150,297 abstentions. There were no broker non‑votes for this proposal at the 2026 annual meeting.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents