H2O America filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders
$HTO
Water Supply
Utilities
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 (Date of earliest event reported) May 14, 2025
(Exact name of registrant as specified in its charter)
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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:
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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):
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||||||||||
On May 14, 2025, the Board of Directors (the “Board”) of H2O America (the “Company”) increased the size of the Board from nine to ten directors, effective as of July 1, 2025, and, upon the recommendation of the Nominating & Governance Committee of the Board, appointed Andrew F. Walters as a member of the Board, effective as of July 1, 2025.
As previously disclosed, the Company appointed Mr. Walters, the Company's current Chief Financial Officer and Treasurer, to the position of Chief Executive Officer upon the retirement of Eric W. Thornburg as Chief Executive Officer and President of the Company, each effective July 1, 2025. Mr. Thornburg will remain as Chair of the Board .
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | |||||||||||||
The Company amended its bylaws effective May 14, 2025 in order to update the name of the Company as set forth in the bylaws from SJW Group to H20 America.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||||||||
On May 14, 2025, the Company held its 2025 stockholders' meeting. The following proposals were approved by the stockholders at the meeting: (i) the election of the nine nominees listed in the Company's 2025 proxy statement to serve on the Board, (ii) the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis, and (iii) the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, each by the votes set forth below:
Proposal 1: Election of Directors
| Name of Director | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Carl Guardino | 28,359,376 | 190,141 | 20,029 | 2,826,237 | ||||||||||
| Mary Ann Hanley | 28,426,877 | 121,312 | 21,357 | 2,826,237 | ||||||||||
| Heather Hunt | 28,268,106 | 283,477 | 17,963 | 2,826,237 | ||||||||||
| Rebecca A. Klein | 28,454,433 | 101,454 | 13,659 | 2,826,237 | ||||||||||
| Denise L. Kruger | 28,469,743 | 88,186 | 11,617 | 2,826,237 | ||||||||||
| Gregory P. Landis | 27,846,913 | 703,800 | 18,833 | 2,826,237 | ||||||||||
| Daniel B. More | 28,421,443 | 126,800 | 21,303 | 2,826,237 | ||||||||||
| Eric W. Thornburg | 25,215,205 | 3,338,096 | 16,245 | 2,826,237 | ||||||||||
| Carol P. Wallace | 28,445,402 | 99,647 | 14,497 | 2,826,237 | ||||||||||
Proposal 2: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 26,970,198 | 1,537,535 | 61,813 | 2,826,237 | ||||||||
Proposal 3: Ratification of appointment of Independent Registered Public Accounting Firm:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 31,311,255 | 60,844 | 23,684 | 0 | ||||||||
Item 9:01. | Financial Statements and Exhibits | |||||||||||||
(d) Exhibits
Exhibit Number | Description of Documents | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tabs are embedded within Inline XBRL document | ||||
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 by the undersigned thereunto duly authorized.
| H2O AMERICA | |||||
| Date: May 20, 2025 | /s/ Marisa Joss | ||||
| Marisa Joss, Deputy General Counsel and Corporate Secretary | |||||