Connecticut Water Service, Inc. (NASDAQ:CTWS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
Connecticut Water Service, Inc. (the Company) held its Annual
Meeting of Shareholders on May 11, 2017 (the Annual Meeting). At
the Annual Meeting, the shareholders re-elected Mary Ann Hanley,
Richard H. Forde and Ellen C. Wolf to the Companys Board of
Directors (the Board).
Meeting of Shareholders on May 11, 2017 (the Annual Meeting). At
the Annual Meeting, the shareholders re-elected Mary Ann Hanley,
Richard H. Forde and Ellen C. Wolf to the Companys Board of
Directors (the Board).
At the Annual Meeting, the Companys shareholders voted on the
following proposals set forth in the Companys Definitive Proxy
Statement on Schedule 14A, which was filed with the Securities
and Exchange Commission and distributed to shareholders on March
31, 2017 (the 2017 Proxy Statement).
following proposals set forth in the Companys Definitive Proxy
Statement on Schedule 14A, which was filed with the Securities
and Exchange Commission and distributed to shareholders on March
31, 2017 (the 2017 Proxy Statement).
(1) A proposal to elect three nominees to the Board, with Ms.
Hanley, Mr. Forde and Ms. Wolf to serve terms expiring at the
2020 annual meeting of shareholders. Each director was elected
and received the following votes:
Hanley, Mr. Forde and Ms. Wolf to serve terms expiring at the
2020 annual meeting of shareholders. Each director was elected
and received the following votes:
|
Director
|
For
|
Withheld
|
Broker Non-Votes
|
|
Mary Ann Hanley
|
17,399,427
|
1,197,724
|
9,352,380
|
|
Richard H. Forde
|
17,934,789
|
66,362
|
9,352,380
|
|
Ellen C. Wolf
|
17,953,464
|
643,687
|
9,352,380
|
(2) A proposal to approve a non-binding advisory resolution
regarding the compensation of the Companys named executive
officers as disclosed in the 2017 Proxy Statement. The proposal
was approved and received the following votes:
regarding the compensation of the Companys named executive
officers as disclosed in the 2017 Proxy Statement. The proposal
was approved and received the following votes:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
17,518,008
|
851,452
|
227,691
|
9,352,380
|
(3) Advisory vote regarding the frequency for the non-binding
shareholder vote regarding approval of the compensation of the
Companys named executive officers:
shareholder vote regarding approval of the compensation of the
Companys named executive officers:
|
Every 1 Year
|
Every 2 Years
|
Every 3 Years
|
Abstain
|
Broker Non-Votes
|
|
14,848,343
|
229,929
|
3,376,650
|
142,229
|
9,352,380
|
The vote results show that a majority of the votes cast were cast
in favor of conducting the advisory vote on executive
compensation on an annual basis. In light of this vote, and
consistent with the Companys recommendation as described in its
2017 proxy statement, the Companys Board of Directors has
determined to implement an
in favor of conducting the advisory vote on executive
compensation on an annual basis. In light of this vote, and
consistent with the Companys recommendation as described in its
2017 proxy statement, the Companys Board of Directors has
determined to implement an
annual advisory vote on compensation for the named executive
officers, until the next advisory vote on frequency is held
(which must be conducted at least every 6 years).
officers, until the next advisory vote on frequency is held
(which must be conducted at least every 6 years).
(4) A proposal to ratify the appointment of Baker Tilly Virchow
Krause LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
The proposal was approved and received the following votes:
Krause LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
The proposal was approved and received the following votes:
|
For
|
Against
|
Abstain
|
|
27,515,762
|
344,953
|
88,816
|
Item 8.01 Other Events
2017 Annual Meeting of Shareholders
On May 11, 2017, the Company held its 2017 Annual Meeting of
Shareholders at the Madison Beach Hotel in Madison,
Connecticut. At the Annual Meeting, the Companys shareholders
elected a slate of three Class II Directors, approved a
non-binding advisory resolution regarding the compensation of
the Companys named executive officers, provided an advisory
vote regarding the frequency for the non-binding shareholder
vote regarding approval of the compensation of the Companys
named executive officers, and ratified the Audit Committees
appointment of Baker Tilly Virchow Krause LLP as independent
auditors for 2017.
Shareholders at the Madison Beach Hotel in Madison,
Connecticut. At the Annual Meeting, the Companys shareholders
elected a slate of three Class II Directors, approved a
non-binding advisory resolution regarding the compensation of
the Companys named executive officers, provided an advisory
vote regarding the frequency for the non-binding shareholder
vote regarding approval of the compensation of the Companys
named executive officers, and ratified the Audit Committees
appointment of Baker Tilly Virchow Krause LLP as independent
auditors for 2017.
The President/CEO and the Senior Vice President/CFOs
presentation at the Annual Meeting of Shareholders has been
made available for viewing for 30 days at the Companys web
site: www.ctwater.com/investors>on the Events Presentations
page. The presentation is attached hereto as Exhibit 99.1, and
is hereby incorporated by reference.
presentation at the Annual Meeting of Shareholders has been
made available for viewing for 30 days at the Companys web
site: www.ctwater.com/investors>on the Events Presentations
page. The presentation is attached hereto as Exhibit 99.1, and
is hereby incorporated by reference.
On May 12, 2017, the Company issued a press release concerning
the results of the 2017 Annual Meeting. A copy of this press
release is attached hereto as Exhibit 99.2>and is hereby
incorporated herein by reference.
the results of the 2017 Annual Meeting. A copy of this press
release is attached hereto as Exhibit 99.2>and is hereby
incorporated herein by reference.
Award of Restricted Shares to Non-Employee Directors
The Board approved the award of restricted shares of the
Companys Common Stock to each of the Companys non-employee
directors under the Companys 2014 Performance Stock Program
(the Program). These annual awards are consistent with a
similar set of awards made in May of each year 2007-2016 to the
Boards director compensation policies established by the Board
in 2007.
Companys Common Stock to each of the Companys non-employee
directors under the Companys 2014 Performance Stock Program
(the Program). These annual awards are consistent with a
similar set of awards made in May of each year 2007-2016 to the
Boards director compensation policies established by the Board
in 2007.
In 2017, the number of shares of Common Stock comprising each
restricted share award shall, in each case, be equal to
$20,000 divided by the fair market value (as calculated under
the Program) of a share of Common Stock on May 10, 2017, the
day prior to date of grant, and rounded up to the nearest
whole share. The awards are not subject to the attainment of
performance conditions and will vest in full as of May 11,
2018, the first anniversary of the date of grant. Each award
will be evidenced by a written award agreement between the
Company and the non-employee director.
restricted share award shall, in each case, be equal to
$20,000 divided by the fair market value (as calculated under
the Program) of a share of Common Stock on May 10, 2017, the
day prior to date of grant, and rounded up to the nearest
whole share. The awards are not subject to the attainment of
performance conditions and will vest in full as of May 11,
2018, the first anniversary of the date of grant. Each award
will be evidenced by a written award agreement between the
Company and the non-employee director.
A copy of the form of restricted share award agreement for
non-employee directors is filed as Exhibit 10.1>to this
Current Report on Form 8-K and is incorporated herein by
reference.
non-employee directors is filed as Exhibit 10.1>to this
Current Report on Form 8-K and is incorporated herein by
reference.
Declaration of Dividends>
At its May 11, 2017 organizational meeting, the Board
declared a quarterly cash dividend of $0.2975 per common
share payable on June 15, 2017 for shareholders of record as
of June 1, 2017. In addition, the Board also declared a
quarterly cash dividend of $0.20 per share on Preferred A
shares payable on July 17, 2017 for shareholders of record as
of July 3, 2017, and a quarterly cash dividend of $0.225 on
Preferred 90 (OTCBB: CTWSP) shares payable on September 4,
2017 for shareholders of record as of July 21, 2017.
declared a quarterly cash dividend of $0.2975 per common
share payable on June 15, 2017 for shareholders of record as
of June 1, 2017. In addition, the Board also declared a
quarterly cash dividend of $0.20 per share on Preferred A
shares payable on July 17, 2017 for shareholders of record as
of July 3, 2017, and a quarterly cash dividend of $0.225 on
Preferred 90 (OTCBB: CTWSP) shares payable on September 4,
2017 for shareholders of record as of July 21, 2017.
On May 11, 2017, the Company issued a press release regarding
the declaration of dividends. A copy of the Companys May 11,
2017 press release is filed herewith as Exhibit 99.3>and
is hereby incorporated by reference herein.
the declaration of dividends. A copy of the Companys May 11,
2017 press release is filed herewith as Exhibit 99.3>and
is hereby incorporated by reference herein.
First Quarter Earnings Release
On May 8, 2017, the Company issued a press release announcing
its earnings for the first quarter of 2016. A copy of the
Companys May 8, 2017 press release is filed herewith as
Exhibit 99.4>and is hereby incorporated by reference
herein.
its earnings for the first quarter of 2016. A copy of the
Companys May 8, 2017 press release is filed herewith as
Exhibit 99.4>and is hereby incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits:
The following documents are filed herewith as exhibits:
|
(d)
|
Exhibits
|
|
10.1
|
Form of Restricted Share Award Agreement for
non-employee Directors under the Companys 2014 Performance Stock Program (incorporated by reference from Exhibit 10.1 to current report on Form 8-K filed on May 11, 2015). |
|
99.1
|
President/CEO and the Senior Vice President/CFOs
presentation at the Annual Meeting of Shareholders, May 11, 2017, filed herewith. |
|
99.2
|
Company Press Release dated May 12, 2017
regarding Annual Meeting matters, filed herewith. |
|
99.3
|
Company Press Release regarding annual meeting
matters and declaration of dividends, dated May 11, 2017, filed herewith. |
|
99.4
|
Company Press Release reporting earnings for the
first quarter of 2017, dated May 8, 2017, filed herewith. |
About Connecticut Water Service, Inc. (NASDAQ:CTWS)
Connecticut Water Service, Inc. is a non-operating holding company. The Company’s income is derived from the earnings of its subsidiary companies, including The Connecticut Water Company (Connecticut Water), The Maine Water Company (Maine Water), New England Water Utility Services, Inc. (NEWUS) and Chester Realty Company (Chester Realty). It operates through three segments: Water Operations, Real Estate Transactions, and Services and Rentals. The Water Operations segment consists of its regulated water activities to supply public drinking water to customers. The Real Estate Transactions segment involves the sale or donation for income tax benefits of its real estate holdings. The Services and Rentals segment provides contracted services to water and wastewater utilities and other clients, and also leases certain of the Company’s properties to third parties through unregulated companies in the State of Connecticut and through Maine Water in the State of Maine. Connecticut Water Service, Inc. (NASDAQ:CTWS) Recent Trading Information
Connecticut Water Service, Inc. (NASDAQ:CTWS) closed its last trading session down -0.08 at 52.89 with 16,883 shares trading hands.