Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07. Submission of Matters to a Vote of Security Holders. A special meeting of shareholders (the “Special Meeting”) of Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities” or the “Company”), was convened and held on February 10, 2026 in connection with the proposed merger (the “Merger”) of the Company and American Water Works Company, Inc.…
Filed Feb 10, 2026Accepted Feb 10, 2026, 4:34 PM ESTCIK 78128Accession 0001552781-26-000049
Essential Utilities, Inc. (NYSE: WTRG) delivers safe, clean, reliable services that improve quality of life for individuals, families, and entire communities. With a focus on water, wastewater, and natural gas, Essential is committed to sustainable growth, operational excellence, a superior customer experience, and premier employer status. We are advocates for the communities we serve and are dedicated stewards of natural lands, protecting thousands of acres of forests and other habitats throughout our footprint.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
A special meeting of shareholders (the “Special
Meeting”) of Essential Utilities, Inc., a Pennsylvania corporation (“Essential Utilities” or the “Company”),
was convened and held on February 10, 2026 in connection with the proposed merger (the “Merger”) of the Company and American
Water Works Company, Inc. (“American Water”) pursuant to the Agreement and Plan of Merger, dated as of October 26, 2025, as
may be amended from time to time, by and among American Water, the Company, and Alpha Merger Sub, Inc. (the “Merger Agreement”).
An aggregate of 215,733,938 shares, or 76.2% of the Company’s issued and outstanding common stock, par value $0.50 per share (the
“Common Stock”), as of December 29, 2025, the record date for the Special Meeting, was represented in person or by proxy
and entitled to vote at the Special Meeting, constituting a quorum. The final results of voting at the Special Meeting on the matters
submitted to a vote of the Company’s shareholders
are as set forth below. Additional information in respect of the Special Meeting, the proposals described below, and the Merger is set
forth in the Company’s joint proxy statement/prospectus dated December 31, 2025 (the “Proxy Statement”).
The Essential bylaws provide that a quorum at the Essential
special meeting is the presence, in person or represented by proxy, of shareholders entitled to cast a majority of the votes which all
shareholders are entitled to cast at the Essential special meeting.
The shareholders approved a proposal to approve the Merger Agreement and the transactions contemplated
thereby, including the Merger (the “Merger Agreement Proposal”), by the following vote:
For Against Abstain Broker
Non-Votes
───────────────────────────────────────────────────────────
203,644,509 11,155,917 933,512 0
The shareholders approved a proposal, on a non-binding advisory basis, to approve the compensation that may be paid or become payable
to executive officers of Essential Utilities in connection with the transactions contemplated by the Merger Agreement, by the following
vote:
───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────
For Against Abstain Broker
Non-Votes
─────────────────────────────────────────────────────────────
181,618,535 33,058,364 1,057,039 0
The vote on a proposal to adjourn or postpone the Special Meeting from time to time, if necessary or appropriate, to solicit additional
proxies in the event there are not sufficient votes at the time of the Special Meeting (or any adjournment or postponement thereof) to
approve the Merger Agreement Proposal, or to ensure that any supplement or amendment to the Proxy Statement was timely provided to shareholders,
was not presented for a vote, as the requisite number of shareholders voted to approve the Merger Agreement Proposal.
Pursuant to the terms of the Merger Agreement, the completion
of the Merger remains subject to various additional conditions, including the receipt of certain regulatory approvals.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
A joint press release of the Company and American Water
was issued on February 10, 2026 announcing that, at the respective special shareholder meetings of the Company and American Water, each
company’s shareholders approved the merger-related proposals.
A copy of this joint press release has been furnished
as Exhibit 99.1 hereto. References and links to websites and other information contained in this joint press release are not provided
as active hyperlinks, and the information contained in or accessed through these hyperlinks shall not be incorporated into, or form a
part of, this Current Report on Form 8-K.
The information furnished in Item 7.01 of this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed to be incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.
Filed exhibits (1)
EX-99.1 (by filename) e26053_ex99-1.htm
Exhibit 99.1
American Water and Essential Utilities Shareholders
Approve Merger-Related Proposals at Special Shareholder Meetings
CAMDEN, N.J. and BRYN MAWR, Pa. - February 10, 2026
- American Water Works Company, Inc. (NYSE: AWK) (“American Water”) and Essential Utilities, Inc. (NYSE: WTRG) (“Essential
Utilities”) announced that, at their respective special shareholder meetings held earlier today, each company's shareholders overwhelmingly
approved the proposals related to their previously announced proposed merger, based on final voting results reported by each company on
a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
Shareholders of both companies expressed strong confidence in
this transaction, as approximately 99% of American Water's shares present at the meeting voted to approve the share issuance, and nearly
95% of Essential Utilities' shares voted were cast in support of the merger.
The merger is expected to close by the end of the first quarter
of 2027, but remains subject to customary closing conditions, including, among others, clearance under the Hart-Scott-Rodino Act, and
required regulatory approvals, including approval from …