American States Water Company (AWR)
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AGM 2021

May 18, 2021

Speaker 1

Welcome to the American States Water Company Annual Meeting of Shareholders. I will turn the call over to Anne Holloway, Chairman of the Board of American States Water Company. Please go ahead.

Speaker 2

Thank you. I'd like to welcome our shareholders to American States Water Company's 2021 Annual Meeting. I am Ann Holloway, and on behalf of the Board of Directors And the entire management team, we're glad you've joined us today. We are once again Holding our annual meeting virtually this year due to COVID-nineteen pandemic to keep our shareholders, employees and attendees safe. Our thoughts go out to our customers, communities, shareholders and employees who have been affected by the pandemic.

Fortunately, American States Water Company and its subsidiaries have been able to continue To provide uninterrupted service to our customers in California as well as on the 11 military bases we serve around the country. On behalf of the Board of Directors, we wish to recognize the dedication and commitment That our employees demonstrated throughout this challenging year. They were on the front lines And ensured that our customers received reliable and high quality service. We want to express our gratitude and pride in their efforts. Regarding the meeting today, as shareholders, You have the ability to submit questions throughout the meeting.

See the notation Q and A At the bottom right hand of the screen. Upon the completion of the business portion of the meeting, There will be a question and answer session where questions that have been submitted will be responded to. And please note, this meeting is being recorded. For your reference, the rules of conduct for the meeting are available on the virtual meeting platform as well as the proxy statement and annual report. With that, I'll call the business portion of this 2021 Annual Meeting of Shareholders to order.

As a reminder, shareholders attending the virtual meeting can vote their shares online From now to the closing of the polls, see the notation voting at the bottom right hand of the screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed and no further action is required. After the polls are closed, the votes will be tabulated and preliminary voting results will be announced. I would like to begin by recognizing our retiring Board member, Jim Anderson, Who has served our company and shareholders since 1997. During nearly all of his tenure, Jim served as the Chair of the Board's Compensation Committee and was a key member of the Nominating and Governance Committee.

He guided the Board in implementing best practices throughout those years. You may have seen the dedication in the most Annual Report where we listed the growth and evolution of the company since Jim joined the Board. He played an integral role in the company's growth and success. We cannot thank him enough. It's been a true pleasure to work with Jim and the Board and I wish him the best in retirement.

Sincerest thanks, Jim, and best wishes. I want to recognize our other Board members, all of whom are on the call today. Ms. Sarah Anderson, Doctor. Diana Bonta, Mr.

John Fielder, Ms. Mary Anne Hopkins, Mr. Jim Levine, Ms. Janice Wilkins, Mr. Robert Sprowls, who is our President and Chief Executive Officer.

Bob is also a Director of the company. And finally, Mr. Steven Davis, if elected, will be a new member of the Board. Steven will bring strong leadership And management skills to the Board based on over 37 years of executive experience in the California utility industry. He most recently served as Corporate Group President, Utilities of Sempra Energy until 2018.

We really look forward to working with Stephen and leveraging his expertise. I would also like to introduce the executive officers of the company who are with us today. Eva Tang, Senior Vice President, Finance, Chief Financial Officer, Treasurer and Corporate Secretary Denise Krueger, Senior Vice President, Regulated Water Utility for Golden State Water Company Stuart Harrison, Senior Vice President for American States Utility Services Inc. Gladys Ferro, Vice President, Finance, Treasurer and Assistant Secretary of Golden State Water Company and Assistant Secretary for American States Water Company Rusty Hodges, Vice President, Operations for American States Utility Services Inc. Patrick Kubiak, Vice President, Asset Management for Golden State Water Company Sunil Pillai, Vice President, Environmental Quality for Golden State Water Company.

Paul Rowley, Vice President, Water Operations for Golden State Water Company and Keith Schweitzer, Vice President, Regulatory Affairs for Golden State Water Company. Also on the line today is Mr. Dan McGill From PricewaterhouseCoopers, the company's independent registered public accounting firm As well as Mr. Steve Antion of the law firm of Winston and Strawn LLP, Counsel to the company. We will now proceed to the first item of business.

Ms. Tang, Will you now advise us of the steps taken to call this meeting and to appoint the Inspector for the election?

Speaker 3

Mr. Chairman, in accordance with the bylaws of the corporation, notices of the annual meeting were mailed Beginning April 5, 2021, to each holder of common shares of record as of March 19, 2021, Which is the record day for this meeting. I have a certified list of shareholders and copies of mailing affidavits. In addition, Broward Financial Solutions has been appointed as the corporation by the corporation's act as the Inspector of Elections for this meeting and to certify the results of the election.

Speaker 2

Thank you, Eva. I will now call upon Ms. Shiba, representing Broadridge Financial Solutions for her report as the Inspector of Election. Ms. Shiba, do you have a count of the shares represented here today?

Speaker 4

Ms. Chairman, as of the record date of March 19, 2021, there were outstanding 36,000,000 913,017 common shares with each share entitled to one vote. From proxies received and tabulated through the close of business Yesterday, there are representatives at this annual meeting of shareholders, 32,344,400 shares Or 88% of those outstanding and eligible to vote. Accordingly, I declare the existence of a quorum. The final results of the voting, reflecting all proxies received through the close of this meeting and any votes cast during the meeting, Will be included in the final report of the Inspector of Election.

This morning, I'm reporting on 3 proposals for which votes were solicited.

Speaker 2

Thank you. As to the first proposal, namely the election of 3 Class 1 directors, I am pleased to note that in accordance with the bylaws of the company, Ms. Sarah J. Anderson, Mr. Stephen D.

Davis and myself, Ann M. Holloway have been nominated to serve as Class 1 Directors of American States Water Company. Having received no prior notice of any further nominations in accordance with the company's bylaws, Nominations for the election of directors are now closed. Having received no request to exercise cumulative voting rights, Ms. Shiba, would you please report the results of the voting for the nominees?

Speaker 4

Ms. Chairman, I'm pleased to report With regard to the election of 3 Class 1 directors to serve until the annual meeting of shareholders in 2024 Or until their successors are elected and qualified, Ms. Sarah J. Anderson, Mr. Stephen D.

Davis Ms. Anne M. Holloway have received the highest number of affirmative votes entitled to vote at the meeting. Each of these nominees received 93% or more of the affirmative votes.

Speaker 2

Thank you. Based on the vote of shareholders And the results provided by the Inspector of Election, the shareholders have elected the 3 nominees as Class 1 Directors. And congratulations to Sally and Steve, and I am honored to be elected once again. The second item of business concerns the proposal to hold an advisory vote to approve the compensation of our named executive officers. Proposal 2 must be approved by an affirmative vote The majority of our common shares represented by proxy and voting provided that the shares voting affirmatively also constitute At least a majority of the required quorum at the meeting.

Ms. Shiba, would you please report the results of the voting for proposal number 2?

Speaker 4

Ms. Chairman, I am pleased to report that proposal 2, an advisory vote to approve the compensation of your named executive has been approved by 97% of the common shares represented by proxy and the shares voting affirmatively also constituted More than a majority of the required quorum at the meeting.

Speaker 2

Thank you, Ms. Shiva. Based on the vote of shareholders and the results provided by the Inspector of Election, the shareholders have approved The compensation of our named executive officers included in the compensation discussion and analysis section of the 2021 proxy statement. The 3rd item of business is to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2021. This proposal must be approved by an affirmative vote of a majority of our common shares Represented by proxy and voting provided that the shares voting affirmatively also constitute at least a majority of the required quorum Ms.

Shiba, would you please report the results of the voting for proposal number 3?

Speaker 4

Ms. Chairman, I'm pleased to report that Proposal 3, ratification of the appointment of PricewaterhouseCoopers LLP As the independent registered public accounting firm has been approved by 99% of the common shares represented by proxy And that the shares voting affirmatively also constituted more than a majority of the required quorum at the meeting.

Speaker 2

Once again, thank you. And based on the vote of shareholders and the results provided by the Inspector of Election, The shareholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered Public Accounting Firm for 2021. Now that everyone has had the opportunity to vote, I declare that the polls for American States Water Company's 2021 Annual Meeting of Shareholders Are now closed at this time. There being no further business that has properly been brought before the shareholders, The business portion of this annual meeting is now concluded. At this time, I would now like to turn the program over to Mr.

Sprowls, who will provide some commentary and then take any questions.

Speaker 5

Thank you, Anne. First of all, and on behalf of the management team, I would like to thank Jim Anderson for his many contributions to the company During his long tenure on the Board, it's been great working with you, Jim. Before I I'll begin with my comments on the company. Let me first remind everyone that certain of my comments may contain forward looking statements Intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. Please review a description of the company's risks and uncertainties in our most recent Form 10 ks And Form 10 Q on file with the Securities and Exchange Commission.

I'd like to share an update on the company's recent performance As well as provide a look ahead. Shareholders should know that American States Water Company And all of its subsidiaries are in a strong position with a bright future. As we look back to a challenging 2020, It was a strong year for us as we continue to provide excellent service to over 1,000,000 people Despite the unprecedented challenges we faced while we operated during the COVID-nineteen pandemic crisis And offered customer assistance programs to help low income or disadvantaged households pay for water and electric utility services. Experienced earnings growth in each of our businesses compared to adjusted earnings per share in 2019. Achieved a consolidated return on equity of 13.9%, Increased our dividend by almost 10%, which is consistent with our policy of achieving a compound annual dividend growth rate Of more than 7% over the long term.

We are proud of our dividend record, which shows that we have paid a dividend to shareholders Every year since 1931 and have an unbroken 66 year series of annual dividend increases, Placing us in an exclusive group of companies on the New York Stock Exchange. Retained our strong credit ratings of A plus from Standard and Poor's for both the consolidated company and Golden State Water Company And A2 ratings from Moody's Investors Service for Golden State Water Company. Continue to invest at our regulated Utilities to improve and fortify the water and electric systems with total company funded capital spending Of $123,400,000 filed our water utility general rate case To establish rates for 2022 through 2024, requesting over $460,000,000 in capital budgets So that we can continue making prudent investments to our infrastructure, expanded our work on military bases that we currently Including new capital upgrades, which generate earnings. Successfully completed a reorganization plan that split our water and electric utility businesses, which will allow us to separately manage their respective And spent nearly 28% of our eligible spend with diverse suppliers at our regulated utilities. In addition, as long term shareholders, you've experienced a 10 year compound annual return On American States Water Company stock of more than 19% compared to 13.9% Possible because of shareholders like you who invest in the company, our Board's steady guidance, the execution day in and day out by our employees and of course our customers who remain the driving force behind our business.

We continue to be well positioned in 2021 and beyond. Some milestones we expect this This year include continuing to deliver outstanding customer service at all of our business segments, Spending $120,000,000 to $135,000,000 on infrastructure at our regulated utilities, Barring any delays resulting from COVID-nineteen and pursuing potential new military base contracts. We also filed our cost of capital application for the water utility segment earlier this month, Which will determine the company's capital structure, return on equity and return on rate base. As we accomplish these milestones, we are committed to upholding high environmental, social responsibility and governance standards Through the delivery of clean, safe and reliable water, wastewater and electric services to our customers. We are proud that our water utility customers have decreased their water usage through conservation by approximately 30% Since 2007 and that 33% of our electric utilities supply comes from renewable sources.

Our work to protect the earth's precious resources, including water, is central to our business. In addition, we continue to focus on diversity and inclusion across our company, including our Board of Directors. In fact, more than half of our directors are women. Furthermore, the demographics of our employees are representative of the ethnic and racial diversities of the population of the various communities within which we serve and operate throughout the United States. We will continue to provide additional transparency into our important efforts and accomplishments through the company's website And various reports.

American States Water continues to provide investors with a stable long term investment. We are committed to disciplined financial management as well as these core strategies, providing excellent customer service and reliability with a Keen focus on our customers, growing our regulated water and electric utility businesses through needed infrastructure replacement, Further growing our water utility business through customer acquisition, Improving the efficiency of current operations at all business segments, pursuing timely regulatory filings for cost recovery, Growing the contracted services business through additional military based privatizations And by developing significant opportunities for new construction work on the basis we currently serve, Meeting our shareholders' expectations and continuing to be one of the leaders in the industry By sticking to what we do best, providing value for investors and quality service to the customer. We appreciate your trust in us. On behalf of the Board of Directors and our management team at American States Water Company, We wish you a healthy and prosperous remainder of the year. The meeting is now open to questions Well, we have not received any questions.

And so I will turn it back over to Chairman Holloway to conclude the meeting.

Speaker 2

Thank you, Bob. At this time, I will close the 2021 Annual Meeting of Shareholders, and we thank you for your participation.

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