Form 8-K - Current report

0000928340false00009283402024-05-282024-05-28

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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May 28, 2024

(Date of earliest event reported)

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CONSOLIDATED WATER CO. LTD.

(Exact Name of Registrant as Specified in Charter)

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Cayman Islands, B.W.I.	0-25248	98-0619652
(State or Other Jurisdiction of	(Commission File No.)	(IRS Employer Identification No.)
Incorporation)

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Regatta Office Park

Windward Three, 4^th Floor

West Bay Road, P.O. Box 1114

Grand Cayman, KY1-1102

Cayman Islands

(Address of Principal Executive Offices)

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[phone]

(Registrant’s telephone number, including area code)

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 (see General Instructions A.2. below):

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☐	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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.60 par value		CWCO		The Nasdaq Global Select Market

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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).

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Emerging growth company  ☐

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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.   ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

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On May 28, 2024, Consolidated Water Co. Ltd. (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”).  In connection with the Annual Meeting, the Company filed a proxy statement (the “Proxy Statement”) on April 18, 2024 with the United States Securities and Exchange Commission.

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At the Annual Meeting, the shareholders of the Company voted on the following proposals and cast their votes as described below. The Annual Meeting was partially adjourned to June 24, 2024 solely with respect to the voting on Proposal 1. The Annual Meeting will resume solely with respect to Proposal 1 at 10:00 a.m. Eastern Daylight time (9:00 a.m. Cayman Islands time) on June 24, 2024 and will be held at the offices of Aquilex, Inc. (a wholly-owned subsidiary of the Company), 5810 Coral Ridge Drive, Suite 220, Coral Springs, FL 33076.

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Proposal 1: Election of Directors

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Proposal 1 is a proposal to vote on the election of the eight director nominees identified in the Proxy Statement.  The Chair of the Annual Meeting, with the approval of a majority of the shares present in person or represented by proxy at the Annual Meeting, adjourned the Annual Meeting solely with respect to Proposal 1 to provide shareholders additional time to vote on such proposal.

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Proposal 2: Non-Binding Advisory Vote on Executive Compensation

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The proposal to approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, and the votes were as follows:

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For		Against		Abstain
7,665,968		1,008,829		111,629

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There were 3,825,370 broker non-votes on this proposal.

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Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm

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The proposal to ratify the appointment of Marcum LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, at the remuneration to be determined by the Audit Committee of the Company’s Board of Directors, was approved by votes as follows:

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For		Against		Abstain
12,458,946		121,204		31,646

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There were no broker non-votes on this proposal.

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Item 7.01. Regulation FD Disclosure

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On May 31, 2024, the Company issued a press release announcing the convening and partial adjournment of the Annual Meeting and the information for the reconvened Annual Meeting, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

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The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission, whether or not filed under the Securities Act of 1933, as amended, or the 1934 Act, regardless of any general incorporation language in such document.

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Item 9.01. Financial Statements and Exhibits.

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(d)Exhibits.

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Exhibit No.	​	Description
99.1	​	Press Release dated May 31, 2024.
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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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.

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	CONSOLIDATED WATER CO. LTD.
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	By:	/s/ David W. Sasnett
	Name:	David W. Sasnett
	Title:	Executive Vice President & Chief Financial Officer
Date: May 31, 2024

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‌Exhibit 99.1

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Consolidated Water Announces Partial Adjournment of Annual General Meeting and Information for Reconvened Meeting

Meeting reconvenes on June 24, 2024, at 9:00 a.m. Cayman Islands time (10:00 a.m. Eastern Daylight Time)

All shareholders of record at the close of business on March 28, 2024 are encouraged to vote “FOR ALL” directors

GEORGE TOWN, Cayman Islands, May 31, 2024 (GLOBE NEWSWIRE) -- Consolidated Water Co. Ltd. (NASDAQ Global Select Market: CWCO), a leading designer, builder and operator of advanced water supply and treatment plants, announced today that its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) scheduled for and convened on May 28, 2024 has been partially adjourned for the purpose of soliciting additional votes with respect to Proposal 1, the proposal to vote on the election of eight director nominees, as set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2024 (the “Proxy Statement”).

A quorum was present at the Annual Meeting, and Proposal 2 (the advisory vote on executive compensation) and Proposal 3 (the ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024), set forth in the Proxy Statement, received the requisite votes for approval.

The Annual Meeting will be reconvened solely with respect to Proposal 1 on June 24, 2024 at 9:00 a.m. Cayman Islands time (10:00 a.m. Eastern Daylight Time) and will be held at the office of Aquilex, Inc. (a wholly-owned subsidiary of the Company), 5810 Coral Ridge Drive, Suite 220, Coral Springs, FL 33076.

The record date for determination of shareholders entitled to vote at the reconvened Annual Meeting remains the close of business on March 28, 2024. Any proxies previously submitted by such holders with respect to Proposal 1 will continue to be counted.  

Shareholders as of the close of business on March 28, 2024, the record date for the Annual Meeting, are encouraged to vote “FOR ALL” directors as soon as possible. Shareholders who previously voted to “withhold” their vote on Proposal 1 may change that vote simply by voting again TODAY. Only your latest-dated vote will count!

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By Internet: Go to www.proxyvote.com and follow the instructions (have your proxy card available).

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​By Telephone: Call 1-800-690-6903 and follow the voice prompts (have your proxy card available).

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​By Mail: If shareholders have received a proxy card, shareholders should mark their vote, sign their name exactly as it appears on the proxy card, date the card and return it in the envelope provided.

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The Company’s Board of Directors believes that the directors standing for re-election bring world-class backgrounds and relevant expertise to effectively oversee the Company’s activities.

About Consolidated Water Co. Ltd.

Consolidated Water Co. Ltd. develops and operates advanced water supply and treatment plants and water distribution systems. The Company designs, constructs and operates seawater desalination facilities in the Cayman Islands, The Bahamas and the British Virgin Islands, and designs, constructs and operates water treatment and reuse facilities in the United States. The Company recently entered the U.S. desalination market with a contract to design, constructs, operate and maintain a seawater desalination plant in Hawaii.

The Company also manufactures and services a wide range of products and provides design, engineering, management, operating and other services applicable to commercial and municipal water production, supply and treatment, and industrial water and wastewater treatment. For more information, visit cwco.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes statements that may constitute “forward-looking” statements, usually containing the words “believe”, “estimate”, “project”, “intend”, “expect”, “should”, “will” or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to (i) continued acceptance of the Company’s products and services in the marketplace; (ii) changes in its relationships with the governments of the jurisdictions in which it operates; (iii) the outcome of its negotiations with the Cayman government regarding a new retail license agreement; (iv) the collection of its delinquent accounts receivable in The Bahamas; and (v) various other risks, as detailed in the Company’s periodic report filings with the SEC. For more information about risks and uncertainties associated with the Company’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of the Company’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be

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obtained by contacting the Company’s Secretary at the Company’s executive offices or at the “Investors – SEC Filings” page of the Company’s website at http://ir.cwco.com/docs. Except as otherwise required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Shareholder Information

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The Company filed the Proxy Statement and a proxy card on April 18, 2024 with the SEC in connection with its solicitation of proxies for the Annual Meeting. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD, AND ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, and other documents, as and when they become available, without charge from the SEC’s website at www.sec.gov.  

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Participant Information

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The Company, its directors, director nominees, certain of its officers, and other employees are or will be “participants” (as defined in Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Annual Meeting. The identity, their direct or indirect interests (by security holdings or otherwise), and other information relating to the participants is available in the Proxy Statement filed with the SEC on April 18, 2024, in the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters” (beginning on page 17). To the extent the holdings by the “participants” in the solicitation reported in the Proxy Statement have changed, such changes have been or will be reflected on “Statements of Change in Ownership” on Forms 3, 4 or 5 filed with the SEC (where applicable). All these documents are or will be available free of charge at the SEC’s website at www.sec.gov.

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Company Contact:

David W. Sasnett

Executive Vice President and CFO

Tel [phone]

Email Contact

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Investor Relations Contact:

Ron Both or Grant Stude

CMA Investor Relations

Tel [phone]

Email Contact

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Media Contact:

Tim Randall

CMA Media Relations

Tel [phone]

Email Contact

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Document and Entity Information	May 28, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	May 28, 2024
Entity File Number	0-25248
Entity Registrant Name	CONSOLIDATED WATER CO. LTD.
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	98-0619652
Entity Address, Address Line One	Regatta Office Park
Entity Address, Adress Line Two	Windward Three, 4th Floor
Entity Address, Address Line Three	West Bay Road, P.O. Box 1114
Entity Address, City or Town	Grand Cayman
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	KY1-1102
City Area Code	345
Local Phone Number	945-4277
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.60 par value
Trading Symbol	CWCO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000928340
Amendment Flag	false

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