---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-23-019964"
form_type: "8-K"
ticker: "AWR"
cik: "0001056903"
company_name: "AMERICAN STATES WATER CO"
filed_at: "2023-05-26T23:59:59+00:00"
generated_at: "2026-06-14T12:29:29.818873+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# AWR shareholders approve 2023 Non-Employee Director Stock Plan; up to 250K shares authorized

## Summary
- Shareholders approved the 2023 Non-Employee Directors Stock Plan authorizing up to 250,000 common shares for issuance.
- Each non-employee director receives an annual RSU award of $40,000 fair market value; max 5,000 shares per director per year.
- Total annual compensation per director capped at $950,000; RSUs vest fully 90 days after grant.
- All three Class III directors (Eichelberger, Ervin, Levin) re-elected with >26M votes each.
- Advisory vote on executive compensation passed with ~95% support; PwC ratified as auditor with ~96% approval.

## SEC filing metadata
- accession: 0001628280-23-019964
- form_type: 8-K
- ticker: AWR
- cik: 0001056903
- company_name: AMERICAN STATES WATER CO
- filed_at: 2023-05-26T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/awr-20230523.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-23-019964
- JSON: https://secwatch.observer/filing/0001628280-23-019964.json
- Plain text: https://secwatch.observer/filing/0001628280-23-019964.txt

## Key facts
- Shareholder Votes
  AMERICAN STATES WATER CO shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP at the 2023-05-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Shareholders ratified the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm, with 31,679,878 voting in favor of the appointment, 866,105 shares voting against the appointment and 105,372 shares abstaining from voting on the appointment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm
- Shareholder Votes
  AMERICAN STATES WATER CO shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-05-23 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: The advisory vote on the compensation of the Company’s named executive officers as described in the Company’s proxy statement, received the votes presented below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm
- Shareholder Votes
  AMERICAN STATES WATER CO shareholders approved Advisory vote on the frequency of the vote on the compensation of the Company's named executive officers at the 2023-05-23 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: The advisory vote on the frequency of the vote on the compensation of the Company’s named executive officers as described in the Company’s proxy statement, received the votes presented below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm
- Shareholder Votes
  AMERICAN STATES WATER CO shareholders approved Approval of the Company's 2023 Non-Employee Directors Stock Plan at the 2023-05-23 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Shareholders approved the Company’s 2023 Non-Employee Directors Stock Plan, with 27,588,308 shares voting in favor of the Plan, 486,817 shares voting against the Plan, 166,296 shares abstaining from voting on the Plan and 4,409,934 shares broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm
- Shareholder Votes
  AMERICAN STATES WATER CO shareholders approved Election of Class III Directors at the 2023-05-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: The annual meeting of shareholders was held on May 23, 2023. The results of voting on each of the matters submitted to a vote are set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1056903/000162828023019964/0001628280-23-019964-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.