Current Report Filing (8-k)

 

 

 

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.

 

Exhibit	Description of Document
99.1	Company officers’ slide show presentation at the Annual Meeting of Shareholders held May 23, 2023
99.2	Company press release announcing Annual Meeting voting results dated May 24, 2023.
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 24, 2023