Middlesex Water Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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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 21, 2024, via virtual audio webcast. Shareholders voted to re-elect directors Kim C. Hanemann and Ann L. Noble and elect Nadine Leslie (Class I Directors) each to serve a term of office of three years and Dennis W. Doll (Class II Director) to serve a term of one year. 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, (2024 Proxy Statement) which was filed with the Securities and Exchange Commission on April 11, 2024, and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect three nominees to the Board – Directors Kim C. Hanemann, Nadine Leslie and Ann L. Noble (Class I Directors), to a three-year term and one director – Chairman Dennis W. Doll (Class II Director), to a one-year term. The directors were elected and received the following votes: |
| Director (Class I) | For | Withheld | Broker Non-Votes | |||||||||
| Kim C. Hanemann | 10,043,075 | 2,924,292 | 2,681,769 | |||||||||
| Nadine Leslie | 12,637,342 | 330,025 | 2,681,769 | |||||||||
| Ann L. Noble | 11,564,323 | 1,403,044 | 2,681,769 | |||||||||
| Director (Class II) | ||||||||||||
| Dennis W. Doll | 10,925,962 | 2,041,405 | 2,681,769 | |||||||||
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 2024 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 9,111,623 | 3,764,447 | 91,297 | 2,681,769 |
Proposal No. 3
Description of Matters Submitted
| 3) | 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, 2024. |
| For | Against | Abstain | Broker Non-Votes | |||
| 15,424,333 | 175,510 | 49,293 | 0 |
Item 8.01 Other Events
2024 Annual Meeting of Shareholders
On May 21, 2024, Middlesex Water Company held its 2024 Annual Meeting of Shareholders virtually online via audio webcast. Announcement of voting results at which shareholders elected three Class I Directors and one Class II Director; approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers; and ratified the Audit Committee’s appointment of Baker Tilly US, LLP as the independent registered public accounting firm for 2024, 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/MSEX2024 The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 22, 2024, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 21, 2024. A copy of the Company’s press release dated May 22, 2024, 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 | Management presentation at the Annual Meeting of Shareholders held May 21, 2024 |
| 99.2 | Company press release announcing Annual Meeting voting results dated May 22, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the 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 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 22, 2024