8-KThe WireRoutine
Shareholder Vote · Company Update
Filed May 25, 2022 · 4y ago · Accession 0001104659-22-064463
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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: May 25, 2022
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its
charter)
new jersey
0-422
22-1114430
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
485C
ROUTE 1 SOUTH , SUITE 400 , ISELIN NEW JERSEY 08830
(Address of Principal Executive Offices) (Zip
Code)
732 - 634-1500
(Registrant’s
telephone number, including area code)
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))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
MSEX
NASDAQ
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item. 5.07. Submission of Matters to a Vote of Security Holders
Middlesex Water
Company (the “Company”) held its Annual Meeting of Shareholders on Tuesday, May 23, 2022 via virtual audio webcast. Shareholders
voted to re-elect continuing directors Steven M. Klein, Amy B. Mansue and Walter G. Reinhard (Class II), to serve a term of office of
three years; and Vaughn L. McKoy (Class III), to serve the remaining one year of a three-year term. At the Annual Meeting, the Company’s
shareholders voted on the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, (2022 Proxy
Statement) which was filed with the Securities and Exchange Commission on April 8, 2022 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
1) A
proposal to elect four nominees to the Board – Directors Steven M. Klein, Amy B. Mansue
and Walter G. Reinhard (Class II), whose terms would expire at the 2025 Annual Meeting of
Shareholders and Vaughn L. McKoy (Class III),) whose term would expire at the 2023 Annual
Meeting of Shareholders. The directors were elected and received the following votes:
Director (Class II)
For
Withheld
Broker Non-Votes
Steven M. Klein
11,402,036
1,128,724
2,789,340
Amy B. Mansue
11,701,419
829,341
2,789,340
Walter G. Reinhard
11,122,981
1,407,279
2,789,340
Director (Class III)
Vaughn L. McKoy
12,463,514
67,246
2,789,340
Proposal No. 2
Description of Matters Submitted
2) A
proposal to approve a non-binding advisory resolution approving the compensation of the Company’s
named executive officers as disclosed in the 2022 Proxy Statement. The proposal was approved
and received the following votes:
For
Against
Abstain
Broker Non-Votes
11,869,742
589,392
71,626
2,789,340
Proposal No. 3
Description of Matters Submitted
3) A
proposal to ratify the appointment by the Audit Committee of Baker Tilly US, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022.
For
Against
Abstain
Broker Non-Votes
15,167,001
91,310
61,789
0
Item 8.01 Other Events
2022 Annual Meeting of Shareholders
On May 23, 2022,
Middlesex Water Company held its 2022 Annual Meeting of Shareholders virtually and exclusively online via audio webcast. Announcement
of voting results at which shareholders elected three Class II Directors and one Class III Director; approved, by a non-binding advisory
vote, the compensation of the Company’s named executive officers and ratified the Audit Committee’s appointment of Baker
Tilly US, LLP as the independent registered public accounting firm for 2022 is described above.
Management’s
presentation at the Annual Meeting of Shareholders will be available in the Investors section of the company’s website www.middlesexwater.com
under Financials/Annual Meeting and also at www.virtualshareholdermeeting.com/MSEX2022 . The presentation is also filed herewith
as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 25, 2022,
the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 23, 2022. A copy of the
Company’s press release dated May 25, 2022 is filed here with as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
Exhibit Description of Document
99.1 Company officers’ slide show presentation
at the Annual Meeting of Shareholders held May 23, 2022
99.2 Company press release announcing Annual Meeting
voting results dated May 25, 2022.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly
authorized.
MIDDLESEX WATER COMPANY
(Registrant)
s/A. Bruce O’Connor
A. Bruce O’Connor
Sr. Vice President, Treasurer and
Chief Financial Officer
Dated: May 25, 2022
Filing details
- Company
- MIDDLESEX WATER CO
- Ticker
- MSEXP
- CIK
- 66004
- Form type
- 8-K
- Filing date
- May 25, 2022
- Report date
- May 25, 2022
- Document
- tm2216803d1_8k.htm
- Size
- 5.3 MB