Good morning and welcome to the American Water Works Company, Inc.'s special meeting of shareholders. At this time, I would like to turn the meeting over to John Griffith, President and Chief Executive Officer of American Water. Please go ahead.
Thank you, Chris. Good morning. I am John Griffith, President and Chief Executive Officer of American Water. Let me start by thanking all of our shareholders for attending this special meeting, including our employees. As you are aware, we are holding this special meeting of shareholders virtually. Our use of a virtual meeting allows broad access to the special meeting by our shareholders and shareholder employees. On behalf of American Water, we are very enthusiastic about our proposed merger with Essential Utilities. A combination of American Water and Essential will create a leading regulated U.S. water and wastewater utility company serving more than 4.7 million water and wastewater customer connections across 17 states. American Water and Essential share similar strategic objectives to provide safe, clean, reliable, and affordable water and wastewater services to our customers.
By joining forces with Essential, the combined company's enhanced scale and operational efficiency will support continued investment in our critical infrastructure, which will enable us to continue providing high-quality customer service at affordable rates. With that, I will turn the meeting over to our Board Chair and chair of the meeting, Karl Kurz.
Thank you, John. Good morning and welcome to American Water's special meeting of shareholders. I am Karl Kurz, board chair of American Water, and I will serve as chair of the meeting. It is now 10:01 A.M. Eastern Time, and I call the meeting to order. As permitted by our Amended and Restated Bylaws, the special meeting is being held solely via remote communication through an audio-only format.
As John said, American Water is holding this meeting virtually to permit broad access to the meeting by shareholders and shareholder employees. While we are not expecting any issues in the event of any technical difficulty during the meeting, we please ask you to just stand by as we seek to resolve the issue. Members of the public are permitted to access the special meeting through the virtual meeting platform in listen-only mode.
An audio-only webcast of this meeting will remain on American Water's investor relations website for a period of at least 30 days after the meeting. I would like to begin by recognizing attendance of our other board members at today's meeting. Also in attendance by remote communication today is Jeff Taylor, our Vice President, Chief SEC Counsel, and Secretary. Mr. Taylor will act as secretary of the meeting. We will now conduct the formal business portion of our meeting as set forth in the notice of meeting and the Joint Proxy Statement/ Prospectus dated December 31st, 2025. I will now turn the meeting over to Mr. Taylor as secretary of the meeting to assist me in leading this part of the meeting.
Thanks, Mr. Kurz. Let me first go over some safe harbor language. At this meeting, we'll be making forward-looking statements that represent our expectations regarding the proposed merger with Essential Utilities or other future events. These statements are predictions based on our current expectations, estimates, and assumptions. However, since these statements deal with future events, they are subject to numerous known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from the results indicated or implied by such statements.
Additional information regarding these risks, uncertainties, and other factors, and other important information is provided in the section captioned "Risk Factors" in each of American Water's annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 19, 2025, and in its Joint Proxy Statement/ Prospectus dated December 31, 2025, as supplemented by American Water's filings thereafter with the SEC. I would next like to address 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, and we will not have a question-and-answer session regarding the matters to be voted on at this meeting.
In accordance with the general corporation law of the state of Delaware and the rules of the Securities and Exchange Commission, or the SEC, the notice of this meeting, together with the Joint Proxy Statement/P rospectus, were sent via U.S. Priority Mail on a timely basis, commencing December 31, 2025, to all shareholders of record as of the close of business on December 29, 2025. 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 the affidavit of distribution will be included in the records of this meeting. Turning to the quorum needed to conduct this meeting, Mr.
Chairs, I would like to report that as of December 29, 2025, the Record Date for this meeting, there were 195,177,161 shares of American Water's common stock outstanding and entitled to vote. Each outstanding share of common stock represents one vote. The Amended and Restated Bylaws provide that the presence in person by remote communication 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 161.2 million shares or about 82.6% of the company's issued and outstanding common stock on the Record Date. Therefore, a Quorum is present.
The Amended and Restated Bylaws of the company require that a certified list of all shareholders of record entitled to vote at this meeting be available for examination by any shareholder of record for a period of at least 10 days, ending on the day before the date of this meeting at our principal place of business during regular business hours. We have met this requirement by making the shareholder list available at our principal place of business since at least Friday, January 30, 2026.
On the basis of this report, I can now report that this meeting is lawfully convened and ready for the transaction of business. Mr. Taylor, will you now report on the appointment of the inspector of election?
Absolutely, Mr. Kurz. The board of directors has appointed Christopher J. Woods, a representative of American Election Services, LLC, to act as inspector of election for today's meeting. Mr. Woods has taken the oath of inspector of election, and this oath will be filed with the minutes of this meeting. Mr. Woods is attending the meeting via remote communication. The proxies received from shareholders prior to the meeting have been inspected and counted by Broadridge Financial Solutions, the appointed vote tabulator for the special meeting. Also, Mr. Woods, together with Broadridge, will record and inspect all voting activity during the meeting, and Mr. Woods will certify the results of the vote on matters to be considered at the meeting based on any such activity.
Thank you, Mr. Taylor. There are two items of business for consideration by shareholders at this special meeting pursuant to the notice of special meeting dated December 31st, 2025. The first item of business is a proposal, which is referred to as the Share Issuance Proposal, to approve the issuance of shares of American Water common stock pursuant to the merger agreement dated October 26, 2025, with Essential Utilities, Inc., an Alpha Merger Sub, Inc., an American Water wholly-owned subsidiary. The Share Issuance Proposal and the merger agreement are discussed in the Joint Proxy Statement/ Prospectus that was made available to you.
The second item of business, which is referred to as the Adjournment Proposal, is the approval of the adjournment or postponement of this special meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes to approve the Share Issuance Proposal or to ensure that any supplement or amendment to the Joint Proxy Statement/ Prospectus is timely provided to American Water shareholders. The time is now 10:08 A.M. Eastern Time, and I can now open the polls.
All authenticated American Water shareholders are entitled to cast their vote by remote communication at this meeting. If you have been authenticated in the Virtual Meeting Portal as a shareholder and 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 will allow a short amount of time for voting by shareholders who haven't already done so, I'd like to briefly remind you that if you've already mailed your proxy or voted on the internet or by phone, you do not need to do anything further. Your vote has been recorded and counted in accordance with your voting instructions. Also, persons who have not been properly authenticated as shareholders on the virtual meeting portal will not be permitted to vote or change the vote.
The polls remain open briefly to allow the opportunity for authenticated shareholders to cast or change their vote. I will now pause for 15 seconds to allow any remaining voting activities to be completed. Now that the authenticated shareholders have had this opportunity to vote or change their vote, I now close the polls. The time is now 10:09 A.M. Eastern Time.
I would ask Mr. Taylor to please present the preliminary results of the voting provided by the Inspector of Election.
Thank you, Mr. Kurz. I would like to report the preliminary voting results as follows. The Inspector of Election has confirmed that the Share Issuance Proposal received the affirmative vote of at least a majority of the shares of American Water common stock present in person by remote communication or represented by proxy at the special meeting and entitled to vote on the Share Issuance Proposal.
Thank you. The preliminary results of the Adjournment Proposal are not necessary because the Share Issuance Proposal has been approved. The Inspector of Election will execute a certificate as to the final total number of votes cast on each of the matters considered at this meeting. I will direct that certificate and the final vote results, when executed, to be filed within the minutes of the meeting. We will report our vote results in a Form 8-K to be filed within four business days after conclusion of this meeting. With the formal matters before the meeting being concluded, there is no further business to come before the meeting. The special meeting of shareholders of American Water is now concluded at 10:11 A.M. Eastern Time, and I hereby adjourn the meeting. Thank you for your attendance.
Thank you. Today's meeting has now concluded. You may now disconnect your lines and have a pleasant day.