8-KThe WireRed Alert
Executive Change
Filed Oct 31, 2022 · 3y ago · Accession 0001552781-22-000596
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 26, 2022
_____________
Essential
Utilities, Inc.
(Exact Name of Registrant Specified in Charter)
_____________
Pennsylvania
001-06659
23-1702594
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
762
West Lancaster Avenue
Bryn
Mawr , Pennsylvania
19010-3489
(Address of Principal Executive
Offices)
(Zip Code)
Registrant’s
telephone number, including area code: (610) 527-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
____________
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:
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 240.14a-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))
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, $.50 par value
WTRG
New
York Stock Exchange
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 26, 2022, the Board of Directors elected W. Bryan Lewis to fill
a vacancy and serve on the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”) effective
immediately. He was elected to a term that will expire at the next annual meeting of shareholders.
Mr. Lewis has served as Chief Investment Officer of United States Steel
Corporation (“U.S. Steel”) (NYSE: X), a leading steel producer headquartered in Pittsburgh, Pennsylvania,
since 2019. In this role, Mr. Lewis is responsible for U.S. Steel’s global investments for both the defined contribution and defined
benefit plans, as well as other related programs. Mr. Lewis reports to U.S. Steel’s Senior Vice President and Chief Financial Officer
and is a member of its executive management team.
Prior to joining U.S. Steel, Mr. Lewis managed a $28.8 billion pension
fund for the Pennsylvania State Employees’ Retirement System for three years. Prior to that, he served as the Executive Director
of the $20 billion State Universities Retirement System in Illinois, where he led fund administration and investment management, including
managing risk and compliance for two defined benefit plans and one fined contribution plan serving 220,000 members.
The Board has determined that Mr. Lewis is independent in accordance with
the Company’s corporate governance guidelines and applicable New York Stock Exchange and Securities Exchange Commission (“SEC”)
requirements. Further, the Board has determined that Mr. Lewis is a financial expert in accordance with applicable New York Stock Exchange
requirements. There are no arrangements or understandings between Mr. Lewis and any other person pursuant to which he was selected as
a director. Mr. Lewis has not been a party to any transaction involving the Company required to be disclosed under Item 404(a) of Regulation
S-K.
Mr. Lewis will receive compensation for his service as director consistent
with the Company’s compensation program for non-employee directors which became effective January 1, 2022 as described under the
caption “Director Compensation” in the Company’s proxy statement filed with the SEC on March 21, 2022.
Mr. Lewis has been appointed to the Audit Committee and the Risk Mitigation
and Investment Policy Committee of the Board.
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.
ESSENTIAL
UTILITIES, INC.
Dated: October 31, 2022
By:
/s/
Christopher P. Luning
Name:
Christopher
P. Luning
Title:
Executive
Vice President, General Counsel
Filing details
- Company
- Essential Utilities, Inc.
- Ticker
- WTRG
- CIK
- 78128
- Form type
- 8-K
- Filing date
- Oct 31, 2022
- Report date
- Oct 26, 2022
- Document
- e22470_wtrg-8k.htm
- Size
- 193 KB