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) May 29, 2012
AMERICAN STATES WATER COMPANY
(Exact name of registrant as specified in its charter)
| California | 001-14431 | 95-4676679 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
630 East Foothill Blvd. San Dimas, California | 91773 | |
(Address of principal executive offices) | (Zip Code) | |
| 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 jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
630 East Foothill Blvd. San Dimas, California (Address of principal executive offices) | 91773 (Zip Code) | |
Registrant’s telephone number, including area code: (909) 394-3600 | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 May 29, 2012, the Compensation Committee of the Board of Directors approved the performance awards to Robert J. Sprowls, President and Chief Executive Officer of American States Water Company and its subsidiaries in the amount of 5,818 restricted stock units under the Company’s 2008 Amended and Restated Stock Incentive Plan.
The awards vest on March 15, 2013, February 14, 2014 and February 14, 2015 in the percentages of 33%, 33% and 34%, respectively, provided that the performance criteria described in the performance award agreement has been satisfied. Under the terms of the restricted stock unit grant, Mr. Sprowls will be entitled to receive dividends payable in additional restricted stock units equal to the amount of dividends payable on an equivalent number of the Company's common shares as the underlying awards vest.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The following document is filed as an Exhibit to this Report:
Exhibit 10.1 2012 Performance Award Agreement for Robert J. Sprowls
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: June 4, 2012 | /s/ Eva G. Tang |
Eva G. Tang Senior Vice President, Chief Financial Officer, Corporate Secretary and Treasurer GOLDEN STATE WATER COMPANY: /s/ Eva G. Tang | |
Eva G. Tang Senior Vice President, Chief Financial Officer and Secretary |