UNITIL CORPORATION (NYSE:UTL) Files An 8-K Submission of Matters to a Vote of Security Holders

UNITIL CORPORATION (NYSE:UTL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of Form 8-K the Company’s decision, following its annual meeting of shareholders, as to how frequently it will include a shareholder vote on the compensation of executives in future annual meeting proxy materials. This Amendment No.1 does not otherwise revise the Form 8-K in any way.

Item 5.07 Submission of Matters to a Vote of Security Holders
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On April26, 2017, Unitil Corporation (the “Company”) held its Annual Meeting of Shareholders at its offices in Hampton, NH. As of the record date for the meeting, the Company had 14,101,963 shares of common stock issued and outstanding and entitled to vote at the meeting. Of these shares, 12,307,581, or 87.28%, were present in person or represented by proxy at the meeting, which constituted a quorum for the transaction of business at the meeting. At the meeting, the Company’s shareholders voted:

1.To elect five directors of the Company nominated by the Company’s Board of Directors, each to serve a three-year term. The final vote was as follows:

No. of Shares
For Withheld Broker Non Vote Uncast

Robert V. Antonucci

8,913,109.49 663,280.55 2,731,191.00

David P. Brownell

8,849,953.29 726,436.75 2,731,191.00

Albert H. Elfner, III

8,424,647.75 1,151,742.29 2,731,191.00

Michael B. Green

8,879,452.01 696,938.03 2,731,191.00

M. Brian O’Shaughnessy

8,427,279.55 1,149,110.49 2,731,191.00

2.To ratify the selection of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for 2017.The final vote was as follows:

No. of Shares

For

Against

Abstain

BrokerNon

Vote

Uncast

12,095,630.95

96,708.91 115,241.18

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The final vote was as follows:

No. of Shares

For

Against

Abstain

BrokerNon

Vote

Uncast

8,305,524.46

1,121,350.63 149,514.94 2,731,191.00

4.On an advisory basis, as to whether future approval, on an advisory basis, of the compensation of the Company’s named executive officers should occur every one, two or three years. The final vote was as follows:

No. of Shares

1 Year

2 Years

3 Years

Abstain

BrokerNon

Vote

5,715,438.51

115,949.67 3,534,868.50 210,133.36 2,731,191.00

In light of the voting results with respect to the frequency of shareholder votes on executive compensation, commencing with the 2018 annual meeting of shareholders, the Company will hold an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold votes on such frequency every six years.


About UNITIL CORPORATION (NYSE:UTL)

Unitil Corporation (Unitil) is a public utility holding company. The Company is engaged in the local distribution of electricity and natural gas to customers throughout its service territories in the states of New Hampshire, Massachusetts and Maine. It operates through three segments: utility gas operations, utility electric operations and non-regulated. The Company is a parent company of three distribution utilities: Unitil Energy Systems, Inc. (Unitil Energy), which provides electric service in the southeastern seacoast and state capital regions of New Hampshire, including the capital city of Concord; Fitchburg Gas and Electric Light Company (Fitchburg), which provides both electric and natural gas service in the greater Fitchburg area of north central Massachusetts, and Northern Utilities, Inc. (Northern Utilities), which provides natural gas service in southeastern New Hampshire and portions of southern and central Maine, including the city of Portland, in northern New England.

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