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) July 16, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. ☐
Section 5 - Corporate Governance and Management
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 16, 2020, American States Utility Services, Inc. (“ASUS”) announced to its employees the appointment of new hire Stuart Harrison to the position of Senior Vice President of ASUS effective July 20, 2020. ASUS is a wholly-owned subsidiary of American States Water Company (“AWR” or “the Company”). Prior to joining ASUS, Mr. Harrison served as Senior Vice President - Infrastructure & Engineering for Amentum, a leading contractor which provides its federal government customers with essential services in mission support and equipment sustainment, information technology, nuclear and environmental remediation, and threat mitigation, along with other services. Amentum was formerly a division of AECOM before being sold to a private equity firm and renamed Amentum. Mr. Harrison had worked for Amentum/AECOM since 2011. He is 59 years old.
In his new position, Mr. Harrison’s base salary will be $350,000 per year, with a signing bonus of $60,000. Mr. Harrison is required to repay this signing bonus if his employment with ASUS terminates prior to the completion of one year of service. He will be required to repay one-half of this signing bonus if his employment with ASUS terminates prior to completion of two years of service. He will also be entitled to short-term incentive compensation based on a target value of 45% of Mr. Harrison’s base salary so long as he remains employed by ASUS at the time of the payment of the bonus. Since seven months of the year will be elapsed by the time of his start date, Mr. Harrison will be paid a bonus of $65,625 for 2020. In addition, he will be granted time-vested restricted stock units in 2020 with a value of $58,333 payable at the rate of 33%, 33% and 34% at the end of the first, second and third year anniversaries of the date of the grant, respectively, pursuant to the terms of AWR’s 2016 Stock Incentive Plan.
There is no arrangement or understanding between Mr. Harrison and any other person pursuant to which he was appointed as Senior Vice President of ASUS. There is no family relationship between Mr. Harrison and any other executive officer, employee or director of the Company or any of its subsidiaries. There has been no transaction or any currently proposed transaction, involving the Company or any of its subsidiaries in which Mr. Harrison has a material interest or any other business relationship or transaction between the Company or any of its subsidiaries and Mr. Harrison involving an amount exceeding $120,000.
A copy of the Company’s press release is attached hereto as Exhibit 99.1. This Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
The following document is filed as an Exhibit to this report:
Exhibit No. | Description | ||||
Exhibit 99.1 | |||||
Exhibit 104 | Cover 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 | |
July 16, 2020 | /s/ Eva G. Tang |
Eva G. Tang Senior Vice President-Finance, Chief Financial Officer, Corporate Secretary and Treasurer | |
Exhibit 99.1
American States Water Company Announces Appointment of
Stuart Harrison to Senior Vice President of ASUS
SAN DIMAS, California--(BUSINESS WIRE)--American States Water Company (NYSE:AWR) announces the appointment of Stuart Harrison to Senior Vice President of American States Utility Services, Inc. (“ASUS”) effective July 20, 2020. ASUS is a wholly-owned subsidiary of AWR providing operations, maintenance and construction management services for water distribution and wastewater collection and treatment facilities located on eleven military bases throughout the country under 50-year privatization contracts with the U.S. government.
Prior to joining ASUS, Mr. Harrison served as Senior Vice President – Infrastructure & Engineering for Amentum, a leading contractor which provides its federal government customers with essential services in mission support and equipment sustainment, information technology, nuclear and environmental remediation, and threat mitigation, along with other services. Amentum was formerly a division of AECOM before being sold to a private equity firm and renamed Amentum. Mr. Harrison had worked for Amentum/AECOM since 2011. Prior to Amentum/AECOM, he worked for Parsons Corporation from 2008 – 2011 serving as Vice President – Intelligence Community Programs. Previously, Mr. Harrison also held various positions in the U.S. Army that spanned approximately 25 years. Mr. Harrison has a Master of Arts in National Security and Strategic Studies from the U.S. Naval War College, a Master of Science in Environmental Engineering from Pennsylvania State University, and is a graduate of the U.S. Military Academy at West Point.
Commenting on the announcement, Robert J. Sprowls, President and Chief Executive Officer of both AWR and ASUS, said “We are pleased to have Stuart assume this key role at ASUS and help us continue to grow the contracted services business. He is a very accomplished professional with a strong leadership background, and among other things, a proven business development track record working with the Department of Defense.”
About American States Water Company
American States Water Company is the parent of Golden State Water Company, Bear Valley Electric Service, Inc. and American States Utility Services, Inc., serving over one million people in nine states. Through its water utility subsidiary, Golden State Water Company, the company provides water service to approximately 261,000 customer connections located within more than 80 communities in Northern, Coastal and Southern California. Through its electric utility subsidiary, Bear Valley Electric Service, Inc., the company distributes electricity to approximately 24,000 customer connections in the City of Big Bear Lake and surrounding areas in San Bernardino County, California. Through its contracted services subsidiary, American States Utility Services, Inc., the company provides operations, maintenance and construction management services for water distribution and wastewater collection and treatment facilities located on eleven military bases throughout the country under 50-year privatization contracts with the U.S. government.
American States Water Company has paid dividends to shareholders every year since 1931, increasing the dividends received by shareholders each calendar year for 65 consecutive years, which places it in an exclusive group of companies on the New York Stock Exchange that have achieved that result.
CONTACT:
Eva G. Tang
Senior Vice President - Finance, Chief Financial
Officer, Corporate Secretary and Treasurer
(909) 394-3600, extension 707