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We Keep Life Flowing WE KEEP LIFE FLOWING amwater.com 1025 Laurel Oak Road | Voorhees, NJ 08043 “American Water” and the star logo are the registered trademarks of American Water Works Company, Inc. All rights reserved. 2018 PROXY STATEMENT AMERICAN WATER WORKS COMPANY, INC. March 27, 2018 Dear American Water Stockholder: I am pleased to invite you to attend American Water’s Annual Meeting of Stockholders on May 11, 2018. This year’s proxy statement provides you with information on three important subject matters: namely, the annual meeting, our executive compensation program and our commitment to sound corporate governance. We have expanded our corporate governance disclosures compared to previous years to include our commitment and actions in environmental, social and governance, which we consider to be both a strength and differentiator for American Water. We continue to simplify and improve the readability of our proxy statement. As we did last year, we have included an executive summary highlighting our operating results for 2017, as well as important operational and financial information that is included elsewhere in the proxy statement. We have also continued to present information more clearly by using bulleted lists, tables and graphics, shorter sentences and a “plain English” writing style throughout. We have also reduced or eliminated duplicative or unnecessary information where possible. The Board and I believe that these efforts reflect our ongoing commitment to making the proxy statement’s information easier to read and understand. As part of our strong commitment to our investors, our Board along with management have continued constructive and open dialogue with our investors. To this end, in 2017, in addition to over 260 visits with investors by senior management, we received increased input from our stockholders on key corporate governance and executive compensation topics important to them. This program is described beginning on page 13 of the proxy statement. We encourage you to learn more about our governance and compensation practices by reading the proxy statement and visiting the Investor Relations page on our website at https://amwater.com. It is important that your shares be represented and voted at the annual meeting regardless of how many shares you own. Whether or not you plan to attend the annual meeting in person, we encourage you to vote your shares in advance of the annual meeting by using one of the methods described in the accompanying proxy materials. Thank you for your support and continued ownership of American Water. Sincerely, George MacKenzie Chairman of the Board [THIS PAGE INTENTIONALLY LEFT BLANK] AMERICAN WATER WORKS COMPANY, INC. 1025 Laurel Oak Road Voorhees, New Jersey 08043 NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2018 The 2018 Annual Meeting of Stockholders of American Water Works Company, Inc. (the “Company”) will be held at The Camden Adventure Aquarium, 1 Riverside Drive, Camden, New Jersey 08103, on May 11, 2018, at 10:00 a.m., Eastern time, to consider and take action on the following: 1. election to the board of directors of the eight (8) nominees named in the accompanying proxy statement, each to serve until the date of the 2019 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified; 2. approval, on an advisory basis, of the compensation of the Company’s named executive officers; 3. ratification of the appointment, by the Audit Committee of the board of directors, of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018; 4. three (3) stockholder proposals, if properly presented at the meeting; and 5. such other business, if any, as may properly be brought before the meeting or any adjournment or postponement of the meeting. The Company’s board of directors has no knowledge of any other business to be transacted at the meeting. Only holders of record of the Company’s outstanding common stock as of the close of business on March 15, 2018 are entitled to notice of, and to vote at, the meeting. If you plan to attend the meeting in person, please refer to page 5 of the accompanying proxy statement for more information. By Order of the Board of Directors, Michael A. Sgro Executive Vice President, General Counsel and Secretary March 27, 2018 Voorhees, New Jersey Your vote is very important, and you have several options on how to vote your shares. Whether or not you plan to attend the 2018 Annual Meeting of Stockholders, you should read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to your proxy card, voting instruction form or instructions on the Notice of Internet Availability of Proxy Materials you received. Please also see “The American Water Annual Meeting” beginning on page 1 of the accompanying proxy statement. We hope to see you at the 2018 Annual Meeting of Stockholders. Please see pages B-1 and B-2 for driving directions to the annual meeting. If you cannot attend in person, you may listen to a live, audio- only webcast of the annual meeting by visiting our Investor Relations website at http://ir.amwater.com. Proxy Statement Summary This summary highlights information generally contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting your shares. For more complete information regarding the Company’s 2017 performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which we refer to in this proxy statement as the 2017 Form 10-K. Annual Meeting Information DATE & TIME LOCATION RECORD DATE Friday, May 11, 2018 The Camden Adventure Record holders as of 10:00 a.m., Eastern Time Aquarium March 15, 2018 are entitled 1 Riverside Drive to notice of, and to vote at, (The doors will open to the Camden, New Jersey 08103 the Annual Meeting public at 9:30 a.m., Eastern time) (Directions and parking information are provided at the back of the proxy statement) Summary of Matters to be Voted Upon at the Annual Meeting The following table summarizes the items that will be brought for a vote of our stockholders at the meeting, along with the Board’s voting recommendations and the required vote for approval. Required Vote Proposal No. Description of Proposal for Approval Board’s Recommendation To elect eight director nominees For each FOR director, majority Each 1 For more information, see page 15. of votes cast Nominee To approve, on an advisory basis, the Majority of compensation of our named executive shares present FOR 2 officers and entitled to For more information, see page 31. vote Ratification of the appointment of our Majority of independent registered public accounting shares present FOR 3 firm for 2018 and entitled to For more information, see page 73. vote The three stockholder proposals described in this proxy statement if Majority of shares present properly presented at the meeting AGAINST 4-6 and entitled to For more information, see pages 75, vote 78 and 80. American Water | 2018 Proxy Statement i Our Commitment to Corporate, Environmental and Social Responsibility We integrate environmental and social policies and practices into our daily operations by delivering value to our customers, building strong communities, leveraging innovation to develop our industry and supporting our employees. We derive this focus from our vision statement, “clean water for life,” and from our core values of safety, trust, environmental leadership, teamwork and high performance. Our vision and values inform our company strategy, which is centered on five themes: Safety Customers Š Our number one focus is the safety of our Š Our customers are at the center of employees and customers. everything we do, helping us to shape our Š Safety is both a value and a strategy. strategic priorities. Š We challenge ourselves so that if our regulated utility customers had a choice of providers, we would want them to choose us. Š Benefits from the Tax Cuts and Jobs Act go directly to the regulated utility customers. People Technology and Operational Efficiency Š We seek to maintain an environment that is Š Our technology and operational efficiency open, diverse and inclusive, and where our strategy helps us to continually find better people feel valued, included and and more efficient ways to do business and accountable. provide the best services at an affordable Š We want each person to be developed to cost for our customers. his or her fullest potential. Growth Š We believe that when companies grow, they can invest more in creating stable jobs, training, benefits, infrastructure and our communities. Growth, in turn, benefits all stakeholders. In 2017, we issued our fourth biennial Corporate Responsibility Report, covering our performance from 2015 to 2016. Our first report was issued in 2011, making us the first large water services company to measure its performance against the Global Reporting Index. In addition, our sustainability practices have supported our inclusion in the Dow Jones Sustainability North America Index in 2012, 2013 and 2015, and we have also maintained our position in the Euronext Vigeo® U.S. 50 Index, which includes the 50 most advanced companies in the nation with respect to their environmental, social and governance performance, based on a review of hundreds of indicators. ii American Water | 2018
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