Current Report Filing (8-k)
May 24 2023 - 4:16PM
Edgar (US Regulatory)
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2023-05-24
2023-05-24
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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 24, 2023
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, 2023 via virtual audio webcast. Shareholders voted to re-elect continuing
directors Joshua Bershad, M.D., James F. Cosgrove, Jr., and Vaughn L. McKoy (all Class III Directors) each to serve a term of
office of three years. 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, (2023 Proxy Statement) which was filed with the Securities and Exchange Commission on April 10,
2023 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect three nominees to the Board – Directors Joshua Bershad, M.D., James F. Cosgrove, Jr. and Vaughn L.
McKoy (all Class III Directors), to a three-year term. The directors were elected and received the following votes: |
| Director (Class III) | |
For | | |
Withheld | | |
Broker Non-Votes | |
| | |
| | |
| | |
| |
| Joshua Bershad, M.D. | |
11,661,644 | | |
269,785 | | |
2,934,048 | |
| James F. Cosgrove, Jr. | |
11,417,093 | | |
514,336 | | |
2,934,048 | |
| Vaughn L. McKoy | |
10,858,648 | | |
1,072,781 | | |
2,934,048 | |
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 2023 Proxy Statement. The proposal was approved and received the following votes: |
| For | |
Against | |
Abstain | |
Broker Non-Votes | |
| | |
| |
| |
| |
| 11,042,344 | |
816,870 | |
72,215 | |
2,934,048 | |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to approve, by non-binding advisory vote, the frequency of the non-binding shareholder vote approving the compensation
of the Company’s named executive officers as disclosed in the 2023 Proxy Statement. The proposal was approved and received the following
votes: |
| 1 Year | |
2 Years | |
3 Years | |
Abstain | |
Broker Non-Vote | |
| | |
| |
| |
| |
| |
| 11,172,365 | |
62,059 | |
638,653 | |
58,352 | |
2,934,048 | |
Proposal No. 4
Description of Matters Submitted
| 4) | 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, 2023. |
| For | |
Against | |
Abstain | |
Broker Non-Votes | |
| | |
| |
| |
| |
| 14,697,216 | |
120,117 | |
48,155 | |
0 | |
Item 8.01 Other Events
2023 Annual Meeting of Shareholders
On May 23, 2023, Middlesex Water Company held
its 2023 Annual Meeting of Shareholders virtually and exclusively online via audio webcast. Announcement of voting results at which shareholders
elected three Class III Directors; approved, by a non-binding advisory vote, the compensation of the Company’s named executive
officers; approved, by a non-binding advisory vote, a one year frequency of the vote to approve named executive officer compensation;
and ratified the Audit Committee’s appointment of Baker Tilly US, LLP as the independent registered public accounting firm for 2023,
as 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/MSEX2023 The presentation is also filed herewith
as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 24, 2023, the Company issued a press
release describing the voting results of shareholders at the Annual Meeting held May 23, 2023. A copy of the Company’s press
release dated May 24, 2023 is filed here with as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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 24, 2023
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