American States Water Company (AWR) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 20, 2025, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Shareholders of record as of March 21, 2025, are eligible to vote, with 38,508,496 common shares outstanding, each entitled to one vote.

• Voting can be done online, by phone, or by mail, and cumulative voting for directors is possible under certain conditions.

Voting matters and shareholder proposals

• Shareholders will elect three class II directors for terms expiring in 2028.

• Advisory vote on executive compensation (say-on-pay) and ratification of PricewaterhouseCoopers LLP as independent auditor are on the agenda.

• Board recommends voting for all director nominees, for executive compensation, and for auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted between January 30 and February 19, 2026, or by December 5, 2025, under SEC Rule 14a-8.

Board of directors and corporate governance

• Board consists of nine directors, with an independent non-executive chair and only the CEO as a management director.

• Board is divided into three staggered classes, each serving three-year terms.

• All directors except the CEO are independent; board committees are fully independent.

• Board and committees conduct annual self-assessments, with outside counsel assisting in performance reviews.

• Directors are subject to robust stock ownership guidelines and annual evaluations.