Global Water Resources, Inc. 2020 Omnibus Incentive Plan

On May 7, 2020, Global Water Resources, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) at which the Company’s stockholders approved the Global Water Resources, Inc. 2020 Omnibus Incentive Plan (the “Plan”). The Plan was previously approved by the board of directors (the “Board”) of the Company on August 6, 2019, subject to stockholder approval. The voting results relating to the approval of the Plan are set forth under Item 5.07 of this Current Report on

Form 8-K.

The material terms of the Plan were described in the Company\’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2020 (the “Proxy Statement”) under the caption “Proposal Three – Approval Of The Global Water Resources, Inc. 2020 Omnibus Incentive Plan,” which description is incorporated herein by reference.

The purpose of the Plan is to promote the interests and long-term success of the Company and its stockholders by providing an incentive to attract, retain and reward certain officers, employees and directors of, and consultants providing services to, the Company or an affiliate, and by motivating such persons to contribute to the continued growth and success of the Company.

Awards that may be granted under the Plan include non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance shares, performance units and non-employee director retainer awards. Subject to adjustment in certain circumstances, the total number of shares of common stock that may be delivered to awards granted under the Plan is 1,170,000.

The descriptions of the Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is attached as Annex A to the Proxy Statement and is incorporated herein by reference.

Restricted Stock Grants

to the respective employment agreements, dated August 6, 2019, with each of Ron L. Fleming, the Company’s President and Chief Executive Officer, and Michael J. Liebman, the Company’s Senior Vice President, Secretary and Chief Financial Officer, Mr. Fleming and Mr. Liebman were entitled to 81,120 and 66,370 shares of restricted stock (the “Restricted Shares”), respectively, subject to the approval of the Plan by the Company’s stockholders.

Following the approval of the Plan by the Company’s stockholders at the Annual Meeting, the Compensation Committee of the Board authorized and approved the grant under the Plan of 81,120 and 66,370 Restricted Shares to Mr. Fleming and Mr. Liebman, respectively, as of May 8, 2020, which shall vest in three substantially equal installments: one-third (1/3) of the Restricted Shares shall vest on the grant date; one-third (1/3) of the Restricted Shares shall vest on the first anniversary of the grant date; and one-third (1/3) of the Restricted Shares shall vest on the second anniversary of the grant date.

The forgoing description of the Restricted Share awards does not purport to be complete and is qualified in its entirety by reference to the full text of the respective restricted stock agreements with each of Mr. Fleming and Mr. Liebman, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The Company’s form of restricted stock agreement under the Plan is attached as Exhibit 10.3 to this Current Report on Form 8-K.

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

On May 7, 2020, the Company held the 2020 Annual Meeting. At the 2020 Annual Meeting, the Company’s stockholders (i) elected seven directors, each to hold office for a term to expire at the 2021 Annual Meeting of Stockholders, with each director to hold office until his or her successor is duly elected or until his or her earlier resignation or removal, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, and (iii) approved the Global Water Resources, Inc. 2020 Omnibus Incentive Plan. Each of these proposals is described in more detail in the Proxy Statement.

The matters voted upon at the 2020 Annual Meeting and the results of the votes are as follows:

Proposal One: Election of Directors.

Global Water Resources, Inc. Exhibit
EX-10.1 2 exhibit101restrictedst.htm EX-10.1 DocumentEXHIBIT 10.1RESTRICTED STOCK AGREEMENTUNDER THEGLOBAL WATER RESOURCES,…
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About GLOBAL WATER RESOURCES, INC. (NASDAQ:GWRS)

Global Water Resources, Inc. is a water resource management company. The Company owns, operates and manages water, wastewater and recycled water utilities in strategically located communities, principally in metropolitan Phoenix, Arizona. The Company focuses on the issues of water supply and scarcity, and applies principles of water conservation through water reclamation and reuse. As of April 28, 2016, the Company owned nine water and wastewater utilities in communities principally in metropolitan Phoenix. As of April 28, 2016, the Company served over 50,000 people in approximately 20,000 homes within its 332 square miles of certificated service areas. The Company is creating renewable water systems where wastewater from homes is treated and used again for various outdoor applications.