AMERICAN STATES WATER CO 8-K

What Happened

• American States Water Company (AWR) filed an 8-K on May 21, 2026 disclosing results from its May 19, 2026 shareholder meeting. Shareholders approved a new 2026 Stock Incentive Plan that replaces the company’s 2016 plan. The Plan permits the Compensation Committee to grant stock options, restricted stock, restricted stock units and performance awards.
• The filing also reports the election vote totals for Class III directors and the non-binding advisory vote on executive compensation, and that shareholders ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm.

Key Details

• 2026 Stock Incentive Plan approved: Votes For 30,410,130; Against 776,555; Abstentions 155,716; Broker Non-Votes 3,889,205.
• Director election results (votes For / Withheld / broker non-votes 3,889,205):
  • Thomas A. Eichelberger: 30,973,050 For; 369,351 Withheld.
  • Roger M. Ervin: 30,944,269 For; 398,132 Withheld.
  • C. James Levin: 29,753,613 For; 1,588,788 Withheld.
• Advisory vote on named executive officer compensation: For 28,620,741; Against 2,468,427; Abstentions 253,233; Broker Non-Votes 3,889,205.
• Ratification of auditor (PricewaterhouseCoopers LLP): For 33,682,639; Against 1,398,670; Abstentions 150,297.

Why It Matters

• Approval of the 2026 Stock Incentive Plan allows the company to continue granting equity-based pay (options, RSUs, restricted stock, performance awards), which affects executive incentives and could lead to future changes in share count. Investors should review the full Plan (Exhibit 10.1) for details such as share reserve and award terms.
• The director elections and the advisory "say-on-pay" vote provide shareholder feedback on governance and executive pay; the advisory compensation vote passed overwhelmingly. Ratification of PwC as auditor maintains the company’s current external audit relationship.
• The 8-K is signed by Eva G. Tang, Senior VP-Finance and CFO, and serves as the official disclosure of these corporate governance and compensation developments.