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): April 30, 2019
 
American Water Works Company, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-34028
Delaware
51-0063696
(State or other jurisdiction
of incorporation)
(IRS Employer
Identification No.)
1 Water Street
Camden, NJ 08102-1658
(Address of principal executive offices, including zip code)
(856) 955-4001
(Registrant’s telephone number, including area code)
 
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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company o
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. o
 




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
(b) & (c). On April 30, 2019, Linda G. Sullivan, Executive Vice President and Chief Financial Officer of American Water Works Company, Inc. (the “Company”), notified the Company of her decision to retire from the Company effective August 1, 2019 to spend more time with her growing family, travel and continue her board work. Ms. Sullivan will continue to serve as Chief Financial Officer of the Company until July 1, 2019 and, thereafter, will serve as the Company’s Executive Vice President-Finance until August 1, 2019, to ensure a smooth transition of her responsibilities and position.
On May 1, 2019, the Company issued a press release announcing Ms. Sullivan’s retirement and that M. Susan Hardwick, 56, will join the Company as its Executive Vice President-Finance on June 3, 2019 and will become the Company’s Executive Vice President and Chief Financial Officer effective July 1, 2019. Ms. Hardwick previously served as the Executive Vice President and Chief Financial Officer of Vectren Corporation (“Vectren”), headquartered in Evansville, Indiana, which was sold to CenterPoint Energy, Inc. on February 1, 2019. Vectren delivers natural gas and electricity to more than one million customers in Indiana and Ohio and operates an infrastructure construction business and an energy services company.
Ms. Hardwick joined Vectren in January 2000 and during that time served in a variety of positions, including: Vice President, Controller and Assistant Treasurer; Senior Vice President, Finance; Senior Vice President, Chief Financial Officer; and Executive Vice President and Chief Financial Officer. While serving in her executive leadership roles at Vectren, Ms. Hardwick was responsible for the development and execution of business and financial strategy for its regulated utility businesses as well as its market-based businesses. During that time, Ms. Hardwick also led Vectren’s financing and investor relations activities. Prior to joining Vectren, Ms. Hardwick was Assistant Corporate Comptroller at Cinergy Corp. She began her career with Arthur Andersen & Co., leaving there as a senior manager to join Cinergy Corp. Ms. Hardwick received a Bachelor of Science degree in Accounting from Indiana University and is a Certified Public Accountant in Indiana.
Upon joining the Company, Ms. Hardwick will be entitled to annual compensation that is, in the aggregate, substantially consistent with that of the current chief financial officer’s position. She will receive a pro rated Annual Performance Plan award opportunity for 2019, equal to 75% of her base salary (at target). She will also receive pro rated 2019 Long-Term Performance Plan (“LTPP”) awards based on an aggregate target award opportunity of 150% of her base salary, which will include the Company’s post-retirement vesting provision applicable to the position of chief financial officer, and she will be eligible to participate in the Company’s Executive Severance Policy and its employee nonqualified deferred compensation plan. In addition, Ms. Hardwick will receive a lump-sum cash payment of $120,000, less applicable withholdings, in lieu of specific benefits under the Company’s relocation policy, and a sign-on bonus of $120,000, less applicable withholdings.
Other than as described above, there are no arrangements or understandings between Ms. Hardwick and any other person pursuant to which she was selected as an executive officer of the Company. Ms. Hardwick does not have any family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Ms. Hardwick does not have any direct or indirect material interest in any transaction in which the Company is or is to be a participant and which would require reporting under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on May 1, 2019 in connection with the foregoing has been filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits.
The following exhibit has been filed herewith:
Exhibit No.
 
Description of Exhibit
 
 
 
99.1
 




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 WATER WORKS COMPANY, INC.
 
 
 
 
Dated: May 1, 2019
 
By:
/s/ SUSAN N. STORY
 
 
 
Susan N. Story
 
 
 
President and Chief Executive Officer



Exhibit 99.1

AMWATERPRBANNER.JPG
May 1, 2019
Ed Vallejo
Vice President, Investor Relations
856-955-4445
edward.vallejo@amwater.com

Maureen Duffy
Vice President, Communications and Federal Affairs
856-955-4163
maureen.duffy@amwater.com

American Water Chief Financial Officer Linda Sullivan Announces Retirement August 1, 2019;
Susan Hardwick named to succeed as Chief Financial Officer

CAMDEN, N.J., May 1, 2019 - American Water Works Company, Inc. (NYSE: AWK) announced today that executive vice president and chief financial officer Linda Sullivan plans to retire on August 1. Susan Hardwick will join the company on June 3 and will succeed Sullivan as CFO on July 1, ensuring an orderly transition of the position.

“This is especially bittersweet for me, as Linda and I have been a team since we both began our CFO and CEO jobs on May 8, 2014,” said Susan Story, president and chief executive officer of American Water. “She has been an integral part of American Water’s success over the past five years. Her accomplishments are too long to list, but I would highlight that from 2014 through 2018, our EPS has risen at a compounded annual growth rate (CAGR) of 8.0%; our annual dividends have grown at over a 10% CAGR; and our stock price has risen from $46.22 on May 1, 2014 to yesterday’s $108.19 closing share price.

“Linda cares deeply about our employees, our customers, our communities and our shareholders. She has been a CFO I depend on every day to deliver on our fundamentals and to look beyond the horizon to what’s next. She will truly be missed and I thank her for everything she has done for American Water, including helping recruit her successor as well as staying on to ensure a smooth transition.”

Sullivan joined American Water in 2014 as its chief financial officer. In that role she was responsible for all aspects of financial management and strategy, including directing finance strategy, investor relations, treasury, financial planning, accounting, internal audit, risk management, and control functions. As leader of operational services, she also has overseen supply chain, information technology, environmental stewardship, and cyber and physical security. Sullivan serves on the Board of NorthWestern Energy and is Chair of the Audit Committee; University of Maryland University College Ventures; and the Environmental Protection Agency’s Finance Advisory Board. She is a National Association of Corporate Directors governance fellow and was recognized as a Philadelphia Business Journal CFO of the Year honoree in 2018.

Sullivan plans to enjoy her retirement with her husband, two children and their spouses, two grandsons and soon-to be granddaughter. She also intends to continue board work.


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“This is the hardest career decision I have ever had to make and at the same time one of the easiest personal decisions for me and my family,” said Sullivan. “It was an incredibly hard decision because every day I am inspired by the service we provide and awed by the people that work for American Water. For us, it is a calling to provide a life-sustaining service like water and the past five years have been a positive, life-changing experience.
“And yet, on the personal side, this was an easy decision for me and my family. Our coast to coast family is rapidly expanding and my heart is pulling me in a new, exciting direction. I would like to thank Susan Story and the Board for being so understanding and gracious about my decision and working with me through a strong succession planning process. I am absolutely thrilled to have Susan Hardwick come on board and look forward to working closely with her through the transition. She will bring tremendous value to American Water,” added Sullivan.
With Sullivan’s pending retirement, American Water named Susan Hardwick its new executive vice president and chief financial officer. She will join the company on June 3 and become CFO on July 1.
“American Water is very pleased to have a leader with Susan’s proven utility experience and leadership joining our company as CFO,” said Story. “With 35 years of financial experience and more than five years as CFO of Vectren Corporation, a publicly traded holding company with significant regulated utility operations, she will strengthen our leadership team. Susan has significant experience and is deeply committed to customers, constructive regulatory relationships and building better communities. She prioritizes employee development and the building of collaborative and successful teams. She has a strong record of living and leading the values we hold at American Water and is the right fit for our company.”
Most recently, Hardwick served as executive vice president and chief financial officer of Vectren, which was recently sold to CenterPoint Energy. Vectren delivers natural gas and electricity to more than one million customers in nearly two-thirds of Indiana and about 20 percent of Ohio and operates a major infrastructure construction business and an energy services company. In her CFO role at Vectren, Hardwick was a member of the executive leadership team responsible for development and execution of business and financial strategy for both the regulated utility businesses as well as the market-based subsidiaries. She also led the development and execution of the company’s regulatory strategy and investor relations, and was responsible for numerous financing transactions, including a total of over $2 billion in long term debt financing.
Notably, Hardwick led the execution of the definitive agreement with CenterPoint Energy for the sale of Vectren for $8.5 billion, the second highest multiple paid for a natural gas distribution company. The transaction was consummated on Feb. 1, 2019, a short nine months after announcement.
Hardwick has served in leadership positions on a variety of community boards, including St. Mary’s Medical Center, Fifth Third Bank (Southern Indiana), the Evansville Museum of Arts, History & Science, the Evansville Celebration of Diversity Distinguished Lecture Series, Gilda’s Club of Evansville, and the Richard G. Lugar Excellence in Public Service Series, among many others over the course of her career. Appointed by the governor, Hardwick also served two terms as an Arts Commissioner for the state of Indiana. She was also the recipient of the Athena Award in 2009 by the Chamber of Commerce of Southwestern Indiana, the Sara B. Davies Leadership Award in 2016 presented by Leadership Evansville, and the Torchbearer Lifetime Achievement Award in 2016 presented by the Indiana Commission on Women. Also, in 2016, she was named by the Indianapolis Business Journal as CFO of the Year Honoree and received the Mayor’s Arts Award in 2017.
She has also held numerous leadership and committee roles with the American Gas Association and the Edison Electric Institute, is a CPA and holds an accounting degree from Indiana University.
About American Water
With a history dating back to 1886, American Water is the largest and most geographically diverse U.S. publicly traded water and wastewater utility company. The company employs more than 7,100 dedicated professionals who provide regulated and market-based drinking water, wastewater and other related services to more than 14 million people in 46 states and Ontario, Canada. American Water provides safe, clean, affordable and reliable water services

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to our customers to make sure we keep their lives flowing. For more information, visit amwater.com and follow American Water on Twitter, Facebook and LinkedIn.
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