Good morning and welcome to the American Water Works Company's 2020 Annual Meeting of Shareholders. At this time, I would like to turn the meeting over to Walter Lynch, President and Chief Executive Officer of American Water. Please go ahead.
Thank you, Marcia. And good morning, everyone. I'm Walter Lynch, President and CEO of American Water. Let me start by thanking all our shareholders for attending this meeting virtually, especially our employees. As you know, American Water provides clean, safe, reliable water and wastewater services and has continued to do so throughout this pandemic. American Water established clear priorities across our organization, focused in three areas. The first is the care and safety of our employees and their families. The second is the safety of our customers and the communities we serve. The third area of focus is the execution of our preparedness plans so we can continue to provide essential services and help our communities get through this pandemic. In support of these priorities and in concert with guidance from the U.S.
Centers for Disease Control and Prevention and the State of New Jersey, we made the decision to hold our annual meeting of shareholders virtually. We took this important step to protect the health and safety of our shareholders, directors, officers, employees, and other attendees, and the public. Before turning the call over to our Chairman of the Board, Karl Kurz, let me conclude by saying we understand that we have a very important role to play during this pandemic. We provide water and wastewater services for hygiene, hospitals, sanitation, and fire protection. We thank all our employees for continuing to provide these essential services. Their response has been simply incredible. With that, I now would like to turn the meeting over to our Chairman of the Board and Chairman of the Meeting, Karl Kurz.
Thank you, Walter. Good morning and welcome to American Water's 2020 Annual Meeting of Shareholders. I am Karl Kurz, Chairman of the Board. Pursuant to our amended and restated bylaws, I will serve as Chairman of the Meeting. It is now 10:02 A.M. Eastern Time, and I am calling the meeting to order. As permitted by our amended and restated bylaws and in accordance with our Notice of Change of Location dated April 22, 2020, this meeting is being held solely via remote communication through an audio-only virtual format over the internet. In-person attendance at this meeting is not permitted. American Water has designed the virtual meeting format to ensure that its shareholders are afforded the same rights and opportunity to participate in the annual meeting as they would at an in-person meeting.
Our virtual meeting is open to all shareholders of record as of March 17, 2020, the record date for the annual meeting, as well as their legal proxies. Consistent with past practice at our in-person annual meetings, members of the public are permitted to access the annual meeting through the virtual meeting platform in a listen-only mode. An audio-only webcast of this meeting will remain on American Water's Investor Relations website for a period of one year after the meeting. I would like to begin by recognizing the other members of American Water's Board of Directors, most of whom are in attendance by remote communication at today's annual meeting. Each of these current directors, including myself, will be standing for election: Jeffrey N. Edwards, Martha Clark Goss, Veronica M. Hagen, Kimberly J. Harris, Julia L. Johnson, Patricia L. Kampling, Walter J. Lynch, George MacKenzie, Admiral James Stavridis, and Lloyd M.
Yates. Also in attendance by remote communication today is Mike Sgro, our Executive Vice President, General Counsel, and Secretary of American Water. Gavin Hamilton, our audit partner from PricewaterhouseCoopers LLP, our independent registered public accounting firm, is also in attendance by remote communication today. We will now conduct the formal business portion of our meeting as set forth in the Notice of Meeting and Proxy Statement dated March 31, 2020. I now turn the meeting over to Mike Sgro as Secretary of the Meeting to assist me in leading this meeting today.
Thank you, Mr. Chairman. Let me begin by first addressing the rules of conduct for this meeting, a copy of which has been made available and can be accessed on our virtual meeting portal. To conduct an orderly meeting, we require participants to follow the rules of conduct. Only shareholders entitled to vote at the meeting and validated through the virtual meeting platform will be permitted to submit questions at this meeting. If you have entered the virtual meeting with your 16-digit control number, you have been validated and are allowed to submit questions through the virtual meeting site at any time during the meeting. Questions relevant to the matters to be voted on at the meeting will be addressed immediately prior to the opening of the polls.
We will not respond to any question that is not relevant to the meeting agenda or that does not otherwise comport with the rules of conduct. Once the polls have opened, no further questions regarding the meeting agenda will be entertained. If you have joined the virtual annual meeting as a guest, that is, not as a shareholder with your control number, you will not be able to submit a question.
In accordance with the General Corporation Law of the State of Delaware and the rules of the Securities and Exchange Commission, or SEC, the Notice of this meeting, together with the company's 2020 Proxy Statement and its 2019 Annual Report to shareholders, or in the alternative, a Notice and Access Card providing proper notice of the meeting, were mailed on a timely basis, commencing March 31, 2020, to all shareholders of record as of the close of business on March 17, 2020. I have received an affidavit of distribution confirming that the Notice of this Meeting was provided to all such shareholders of record. A copy of both the Notice of this meeting and this affidavit of distribution will be included in the records of this meeting.
In addition, American Water filed with the SEC a Notice of the Change of Location of this meeting to inform shareholders that the meeting would be held by remote communication and to provide information on how to access the meeting. On that same day, American Water issued a press release announcing this change and posted that information to American Water's Investor Relations website. American Water also provided a similar Notice of this change to its employees, proxy intermediaries, and relevant market participants. Mr. Chairman, I would like to now report on the quorum necessary to conduct the meeting. As of March 17, 2020, the record date for this meeting, there were 181,019,619 shares of the company's common stock outstanding and entitled to vote. Each outstanding share of stock represents one vote.
The Amended and Restated Bylaws provide that the presence in person or by proxy at the meeting of a majority of the shares entitled to vote shall constitute a quorum. We have represented here today, either in person by remote communication or by proxy, approximately 157.4 million shares, or about 86.9% of the company's issued and outstanding common stock on the Record Date. Therefore, a quorum is present. The certified list of all shareholders entitled to vote at this meeting, as required by the General Corporation Law of the State of Delaware, has been available for examination by any shareholder of record for a period of at least 10 days prior to the date of this meeting through a virtual data room that constitutes a reasonably accessible electronic network as defined under applicable Delaware law.
This list is also present and available for inspection through the virtual meeting platform by any shareholder present at this meeting.
On the basis of this report, I declare that this meeting is lawfully convened and ready for the transaction of business. Mr. Sgro, will you now report on the appointment of the Inspector of Election?
Mr. Chairman, the Board of Directors has appointed James Raitt, a representative of Broadridge Financial Solutions, to act as Inspector of Election for today's meeting. Mr. Raitt has taken the oath of Inspector of Election and is attending the meeting via remote communication. The proxies received from shareholders prior to the meeting have been inspected and counted by Broadridge. Also, Mr. Raitt, together with Broadridge, will record and inspect all voting activity during the meeting and will certify the results of the vote on matters to be considered at the meeting based on any such activity.
We will now proceed with the business to come before this meeting. The first item of business today is Proposal One, the Election of Directors. American Water's directors are elected by a majority of votes cast. A majority of the votes cast means the number of shares voted for a director must exceed the number of shares voted against the director. Abstentions are not taken into account for the purposes of this proposal. The Board has nominated the following 11 individuals to serve as directors of American Water Works Company and to hold office until the next annual meeting of shareholders and until their successors are elected and qualified: Jeffrey N. Edwards, Martha Clark Goss, Veronica M. Hagen, Kimberly J. Harris, Julia L. Johnson, Patricia L. Kampling, Walter J. Lynch, George MacKenzie, Admiral James Stavridis, Lloyd M. Yates, and myself, Karl F. Kurz.
No other persons have been nominated under the procedures required by our Amended and Restated Bylaws and explained in the Proxy Statement. The Board of Directors has recommended a vote for each of these nominees. The next item of business is Proposal Two, the approval on an advisory basis of the compensation of the company's named executive officers. We have asked for our shareholders to approve on a non-binding basis the following resolution: Resolved that the shareholders of American Water Works Company approve on an advisory basis the compensation of the company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation discussion and analysis, the executive compensation tables, and the related narrative discussion in the company's Proxy Statement for the 2020 Annual Meeting of Shareholders.
This item will be approved if the majority of the shares present in person and by remote communication or by proxy at the meeting and entitled to vote are cast for the proposal. Abstentions will be considered as votes against for purposes of this matter. The Board of Directors has recommended a vote for this proposal. The last item of business is Proposal Three, the proposal to ratify the appointment by the Audit, Finance and Risk Committee of the Board of Directors of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. This item will be approved if the majority of the shares present in person by remote communication or by proxy at the meeting and entitled to vote were cast for the proposal. Abstentions will be considered as votes against for purposes of this matter.
The Board of Directors has recommended a vote for this proposal. This concludes the description of all matters that are properly before the meeting. We will now determine whether there are any questions that are properly before the meeting. I now ask Jeff Taylor, our Chief SEC Counsel, who is monitoring incoming questions, to state whether there are any such questions.
Mr. Chairman, there are no questions that are properly before the meeting.
Since we have not received any questions regarding the matters to be voted on at the meeting, we will now commence with voting. The time is 10:12 A.M. EDT , and I declare the polls now open for each of the three aforementioned matters to be voted on today. All American Water shareholders of record or their validly designated proxies are entitled to cast their vote by remote communication at this meeting. If you have been validated in the virtual meeting portal as a shareholder or you wish to vote or change a previously cast vote, you may vote your shares via the virtual meeting portal by clicking on the voting button on your screen and following the instructions provided.
While we allow time for shareholders who have not already done so to complete voting, I would like to briefly remind you that if you already mailed your proxy or voted on the internet or by phone, you need not do anything further. Your vote has been recorded and counted in accordance with your voting instructions. Also, persons who are not validated as shareholders on the virtual meeting portal will not be permitted to vote or change their vote. The polls will remain open to allow the opportunity for validated shareholders to cast or change their vote. I will pause briefly to allow voting to be completed. Now that validated shareholders have had the opportunity to vote or change their vote, I now declare the polls closed. The time is 10:13 A.M. EDT . I would ask Mr.
Sgro to please present the preliminary results of the voting provided by the Inspector of Election.
Mr. Chairman, I would like to report the preliminary voting results as follows: The Inspector of Election has supervised the voting with respect to the Annual Meeting of Shareholders and has confirmed that each of the 11 director nominees received the majority of the votes cast for election. The Inspector of Election has confirmed that the advisory vote on executive compensation received the affirmative vote of at least the majority of the shares present in person by remote communication or by proxy and entitled to vote. The Inspector of Election has also confirmed that the ratification of the appointment by the Audit, Finance and Risk Committee of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, received the affirmative vote of at least the majority of the shares present in person by remote communication or by proxy and entitled to vote.
We will report our final vote results in a Form 8-K to be filed within four business days.
Thank you. Based on the report provided by Mr. Sgro, I declare that each of the 11 director nominees has been duly elected to hold office until the company's next annual meeting of shareholders and until his or her successor is elected and qualified. I further declare that the advisory vote on executive compensation has been approved by the shareholders. I declare that the appointment of PricewaterhouseCoopers LLP, by the Audit, Finance and Risk Committee as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified by the shareholders. The Inspector of Election will execute a certificate as to the total number of votes cast on each of these matters considered at this meeting. I will direct that certificate, when executed, to be filed with the minutes of the meeting.
With the report of the vote concluded, there is no further business to come before the meeting. I declare the 2020 Annual Meeting of Shareholders of American Water is now concluded at 10:15 A.M. Eastern Time, and I hereby adjourn the meeting. Thank you.
Thank you, ladies and gentlemen. This concludes today's conference. You may now disconnect. Have a great day.