UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 27, 2009
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (909) 394-3600
California 001-14431 95-4676679
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
630 East Foothill Blvd.
San Dimas, California 91773
(Address of principal executive (Zip Code)
offices)
GOLDEN STATE WATER COMPANY
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: (909) 394-3600
California 001-12008 95-1243678
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
630 East Foothill Blvd.
San Dimas, California 91773
(Address of principal executive (Zip Code)
offices)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing requirement of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR
14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On January 27, 2009, the independent members of the Board of Directors
approved, upon recommendation of the Compensation Committee, base salaries for
2009 for Robert J. Sprowls, President and Chief Executive Officer of American
States Water Company and its subsidiaries, Eva G. Tang, Senior Vice
President-Finance, Chief Financial Officer and Corporate Secretary of American
States Water Company and Golden State Water Company and Treasurer of American
States Water Company, Denise L. Kruger, Senior Vice President-Regulated
Utilities for Golden State Water Company and Chaparral City Water Company, and
McClellan Harris III, Senior Vice President and Assistant Secretary of American
States Utility Services, Inc., of $450,000, $278,000, $323,000 and $314,000,
respectively. The independent members of the Board also approved, upon
recommendation of the Compensation Committee, bonuses of $90,000, $30,800 and
$26,000 for Robert J. Sprowls, Denise L. Kruger and Eva G. Tang, respectively,
based on their performance in 2008. In addition, the independent members of the
Board agreed to extend Ms. Tang's medical, dental, vision, accidental death and
dismemberment and life insurance coverage benefits and reimbursement of club
dues for an additional year under her Change in Control Agreement as a result of
her promotion to Senior Vice President-Finance, Chief Financial Officer and
Corporate Secretary of American States Water Company and Golden State Water
Company and Treasurer of American States Water Company.
The Board of Directors also approved, upon recommendation of the
Compensation Committee, an increase in the annual retainer of the Chair of the
Board and the Chair of the Compensation Committee to $120,000 from $100,000 and
$9,000 from $7,500, respectively. In addition, the Board approved the payment of
an additional $1,200 per quarter to James L. Anderson for assuming certain risk
oversight functions for the Board. The Board also approved, upon recommendation
of the Compensation Committee, an amendment to the 2003 Non-Employer Directors
Plan to permit directors who have provided more than ten years of service to the
Board to receive grants of restricted stock units on the same basis as other
directors upon the terms specified in the Plan commencing at the Company's
annual meeting in 2009.
On January 30, 2009, the Compensation Committee of the Board of Directors
approved an award of stock options in the amount of 15,200 for Mr. Sprowls and
7,600 for Ms. Tang, Ms. Kruger and Mr. Harris, respectively, effective January
30, 2009. Under the terms of the grant, each option will vest on each of the
first, second and third anniversaries after the grant date in the percentages of
33%, 33% and 34%, respectively. The stock options have been awarded pursuant to
the terms of a stock option agreement in the form previously filed with the
Securities and Exchange Commission. The Compensation Committee also approved an
award of restricted stock units to the same executive officers in the amount of
2,800 restricted stock units for Mr. Sprowls and 1,400 restricted stock units
for Ms. Tang, Ms. Kruger and Mr. Harris, respectively, effective January 30,
2009. The awards vest and restrictions lapse on the first, second and third
anniversaries of the grant date in the percentages of 33%, 33% and 34%,
respectively. Under the terms of each restricted stock grant, each officer will
be entitled to receive dividends payable in additional restricted stock units on
each restricted stock unit equal to the amount of dividends payable on an
equivalent number of the Company's common shares. The restricted stock units
have been awarded pursuant to the terms of a restricted stock unit agreement in
the form previously filed with the Securities and Exchange Commission.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 2003 Non-Employee Directors Plan, as amended
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN STATES WATER COMPANY
Date: January 30, 2009 /s/ Eva G. Tang
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Eva G. Tang
Senior Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer
GOLDEN STATE WATER COMPANY
/s/ Eva G. Tang
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Eva G. Tang
Senior Vice President, Chief Financial Officer
and Secretary