8-KThe WireRed Alert
Executive Change
Filed Jun 26, 2023 · 3y ago · Accession 0001552781-23-000308
Plain English
Material event — a significant development the company must disclose promptly.
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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): June 21,
2023
_____________
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))
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
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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with Essential Utilities,
Inc.’s (the “Company”) Corporate Governance Guidelines, which establishes age 75 as the normal retirement age for
directors, on June 26, 2023, Ellen Ruff, a member of the Board of Directors since 2006, and on June 21, 2023, Lee Stewart, a member
of the Board of Directors of the Company since 2018, submitted their respective resignations from the Board of Directors and
Committees of the Board effective on their respective 75th birthday. In view of Ms. Ruff’s valuable service to the Board of
Directors, including serving as Chair of the Company’s Risk Mitigation and Investment Policy Committee and member of the
Company’s Executive Compensation Committee, and in order to facilitate a smooth transition of her responsibilities, the Board
of Directors requested, and Ms. Ruff agreed, that she continue to serve as a member of the Board of Directors, Chair of the Risk
Mitigation and Investment Policy Committee, and member of the Executive Compensation Committee until the Company’s 2024 Annual
Meeting of Shareholders, which is the expiration of the term for which she was elected in 2023. Similarly, in view of Mr.
Stewart’s valuable service to the Board of Directors, including serving as Chair of the Company’s Audit Committee and
member of the Company’s Executive Compensation Committee, and in order to facilitate a smooth transition of his
responsibilities, the Board of Directors requested, and Mr. Stewart agreed, that he continue to serve as a member of the Board of
Directors, Chair of the Audit Committee, and member of the Executive Compensation Committee until the Company’s 2024 Annual
Meeting of Shareholders, which is the expiration of the term for which he was elected in 2023.
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.
June 26, 2023
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
- Jun 26, 2023
- Report date
- Jun 21, 2023
- Document
- e23294_wtrg-8k.htm
- Size
- 191 KB