CHESAPEAKE UTILITIES CORPORATION (NYSE:CPK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 8, 2017, Chesapeake Utilities Corporation (the “Company”) filed with the Secretary of State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), increasing the number of authorized shares of common stock of the Company from 25,000,000 to 50,000,000 shares. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The Company’s stockholders approved the Certificate of Amendment to the Certificate of Incorporation at its Annual Meeting of Stockholders (the “Annual Meeting”) held on May 3, 2017 as described under Item 5.07 below.

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

The Company’s Annual Meeting was held on May 3, 2017. As of the record date for the Annual Meeting, March 10, 2017, 16,331,889 shares of the Company’s common stock, the Company’s only class of equity securities entitled to vote, were outstanding. Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. Proxies for the meeting were solicited in accordance with the Regulation 14A under the Securities Exchange Act of 1934, as amended.

Proposal 1: The stockholders voted on the election of four Class III director nominees to the Company’s Board of Directors (the “Board”). All four nominees were elected to the Company’s Board, with each to serve for a three-year term ending in 2020 and until his or her successor is elected and qualified. The separate tabulation of votes for each nominee is as follows: (i) Thomas J. Bresnan – 11,967,687 votes for, 596,560 votes withheld; (ii) Ronald G. Forsythe, Jr. – 12,001,691 votes for, 562,556 votes withheld; (iii) Dianna F. Morgan – 11,992,033 votes for, 572,214 votes withheld; and (iv) John R. Schimkaitis – 11,706,739 votes for, 857,508 votes withheld. There were 2,573,799 broker non-votes for each nominee. There were no abstentions for any nominee.

Proposal 2: The stockholders approved the Certificate of Amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 25,000,000 to 50,000,000. There were 14,032,360 affirmative votes, 965,023 negative votes and 140,663 abstentions. There were no broker non-votes for this matter.

Proposal 3: The stockholders voted to approve, on an advisory non-binding basis, the compensation of our named executive officers to the compensation disclosure rules of the SEC (the “Say-on-Pay Proposal”). The stockholders approved, on an advisory non-binding basis, the Say-on-Pay Proposal. There were 12,243,707 affirmative votes, 232,900 negative votes, 87,640 abstentions and 2,573,799 broker non-votes.

Proposal 4: The stockholders voted, on an advisory non-binding basis, on the frequency that stockholder advisory votes, to approve the compensation of our named executive officers, will be taken (the “Say-on-Frequency Proposal”). The stockholders voted, on an advisory non-binding basis, for a 1 year interval for the Say-on-Frequency Proposal. There were 10,831,749 votes for a 1 year frequency, 84,886 votes for a 2 year frequency, and 1,565,078 votes for a 3 year frequency. There were 82,534 abstentions and 2,573,799 broker non-votes. In light of the results for the Say-on-Frequency Proposal, and consistent with the recommendation of the Company’s Board to stockholders in the Proxy Statement, the Company’s Board has determined that the Company will hold a non-binding advisory vote on the compensation of its named executive officers every year until the next required vote by stockholders on the frequency that stockholder advisory votes, to approve the compensation of our named executive officers, is taken.

Proposal 5: The stockholders voted on the advisory non-binding proposal to ratify the appointment of Baker Tilly Virchow Krause, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. There were 14,968,202 affirmative votes, 97,907 negative votes, and 71,937 abstentions. There were no broker non-votes for this matter.

About CHESAPEAKE UTILITIES CORPORATION (NYSE:CPK)
Chesapeake Utilities Corporation (Chesapeake) is an energy company. The Company, through its operating divisions and subsidiaries, is engaged in regulated and unregulated energy businesses. It provides natural gas distribution and transmission, natural gas supply, gathering and processing, electric distribution and propane distribution service. It operates through two segments: Regulated Energy and Unregulated Energy. The Regulated Energy segment includes its natural gas distribution, natural gas transmission and electric distribution operations. The Unregulated Energy segment includes its propane distribution, propane wholesale marketing, natural gas marketing and natural gas supply, gathering and processing services, which are unregulated as to their rates and services. Also included in the Unregulated Energy segment are other unregulated energy services, such as energy-related merchandise sales and heating, ventilation and air conditioning plumbing and electrical services. CHESAPEAKE UTILITIES CORPORATION (NYSE:CPK) Recent Trading Information
CHESAPEAKE UTILITIES CORPORATION (NYSE:CPK) closed its last trading session down -1.35 at 71.25 with 49,484 shares trading hands.