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): August 6, 2010
SouthWest Water Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 0-8176 | 95-1840947 |
(State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Wilshire Building
624 South Grand Avenue, Suite 2900
Los Angeles, CA 90017-3782 |
(Address of principal executive offices) (Zip Code) |
(213) 929-1800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report date)
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:
⃞ 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 240.14a-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))
Item 5.07 Submission of Matters to a Vote of Security Holders
SouthWest Water Company (the “Company”) held its Annual Meeting of Stockholders on August 6, 2010. The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated July 2, 2010.
Proposal 1:
Adoption of the Agreement and Plan of Merger dated as of March 2, 2010 among the Company SW Merger Acquisition Corp., and SW Merger Subcorp (the “Merger Agreement”), whereby institutional investors advised by JP Morgan Asset Management and Water Asset Management, LLC have agreed to acquire the Company.
FOR AGAINST ABSTAIN
18,322,779 341,285 413,603
Broker Non-Votes: 4,027,624
The foregoing proposal was approved.
Proposal 2:
Election of six directors to hold office until the earlier of the 2011 Annual Meeting or their resignation or removal:
FOR 60; WITHHELD
Kimberly Alexy 18,139,602 938,071
Bruce C. Edwards 18,149,232 928,441
Linda Griego 18,076,675 1,000,998
Thomas Iino 13,029,867 6,047,806
William D. Jones 18,088,423 989,250
Mark A. Swatek 18,098,333 979,340
Broker Non-Votes: 4,027,618
All of the foregoing candidates were elected and each received affirmative votes from more than a majority of the shares voting.
Proposal 3:
Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent public accountants for the Company’s fiscal year ending December 31, 2010:
FOR AGAINST ABSTAIN
22,136,079 897,688 71,524
Broker Non-Votes: 0
The foregoing proposal was approved.
Proposal 4:
Approval to adjourn the Annual Meeting, if necessary, for purpose of soliciting additional proxies to vote in favor of adoption of the Merger Agreement:
FOR AGAINST ABSTAIN
21,650,392 1,368,824 86,075
Broker Non-Votes: 0
The foregoing proposal was approved.
