SJW Group filed SEC Form 8-K: Results of Operations and Financial Condition, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Leadership Update, Financial Statements and Exhibits
$SJW
Water Supply
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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 (Date of earliest event reported) October 25, 2024
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Item 2.02 | Results of Operations and Financial Condition. | ||||
On October 28, 2024, SJW Group (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 of Form 8-K by reference.
The information in Item 2.02, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. | ||||
On October 25, 2024, the Company, acting pursuant to authorization from the Board of Directors of the Company (the “Board”), notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its common stock, par value $0.001 per share (the “Common Stock”), from the NYSE, and to transfer the listing to The Nasdaq Stock Market LLC (“Nasdaq”). The Company expects that listing and trading of its Common Stock on the NYSE will end at market close on or about November 7, 2024, and that trading will begin on Nasdaq at market open on or about November 8, 2024. The Common Stock will continue to trade under “SJW”, the current symbol.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers. | ||||
On October 25, 2024, the Board of the Company amended the SJW Group Executive Officer Short-Term Incentive Plan (the “Plan”) to remove the “Maximum Incentive Compensation Award Amount,” as defined in the Plan, which had been designed to comply with tax rules no longer in effect.
Item 9.01 | Financial Statements and Exhibits. | |||||||
| (d) | Exhibits | |||||||
| Exhibit Number | Description of Document | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document | ||||
SIGNATURES
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.
SJW GROUP
Date: October 28, 2024 | /s/ Andrew F. Walters | ||||
| Andrew F. Walters | |||||
| Chief Financial Officer, Treasurer and Interim Principal Accounting Officer | |||||