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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: May 25, 2022
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its
charter)
| new jersey | |
0-422 | |
22-1114430 |
| (State or other jurisdiction of | |
(Commission | |
(I.R.S. Employer |
| incorporation or organization) | |
File Number) | |
Identification No.) |
485C
ROUTE 1 SOUTH, SUITE 400, ISELIN NEW JERSEY 08830
(Address of Principal Executive Offices) (Zip
Code)
732-634-1500
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
| Common Stock | |
MSEX | |
NASDAQ |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item. 5.07. Submission of Matters to a Vote of Security Holders
Middlesex Water
Company (the “Company”) held its Annual Meeting of Shareholders on Tuesday, May 23, 2022 via virtual audio webcast. Shareholders
voted to re-elect continuing directors Steven M. Klein, Amy B. Mansue and Walter G. Reinhard (Class II), to serve a term of office of
three years; and Vaughn L. McKoy (Class III), to serve the remaining one year of a three-year term. At the Annual Meeting, the Company’s
shareholders voted on the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, (2022 Proxy
Statement) which was filed with the Securities and Exchange Commission on April 8, 2022 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A
proposal to elect four nominees to the Board – Directors Steven M. Klein, Amy B. Mansue
and Walter G. Reinhard (Class II), whose terms would expire at the 2025 Annual Meeting of
Shareholders and Vaughn L. McKoy (Class III),) whose term would expire at the 2023 Annual
Meeting of Shareholders. The directors were elected and received the following votes: |
| Director (Class II) | |
For | |
Withheld | |
Broker Non-Votes |
| Steven M. Klein | |
11,402,036 | |
1,128,724 | |
2,789,340 |
| Amy B. Mansue | |
11,701,419 | |
829,341 | |
2,789,340 |
| Walter G. Reinhard | |
11,122,981 | |
1,407,279 | |
2,789,340 |
| Director (Class III) | |
| |
| |
|
| Vaughn L. McKoy | |
12,463,514 | |
67,246 | |
2,789,340 |
Proposal No. 2
Description of Matters Submitted
| 2) | A
proposal to approve a non-binding advisory resolution approving the compensation of the Company’s
named executive officers as disclosed in the 2022 Proxy Statement. The proposal was approved
and received the following votes: |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 11,869,742 | |
589,392 | |
71,626 | |
2,789,340 |
Proposal No. 3
Description of Matters Submitted
| 3) | A
proposal to ratify the appointment by the Audit Committee of Baker Tilly US, LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2022. |
| For | |
Against | |
Abstain | |
Broker Non-Votes |
| 15,167,001 | |
91,310 | |
61,789 | |
0 |
Item 8.01 Other Events
2022 Annual Meeting of Shareholders
On May 23, 2022,
Middlesex Water Company held its 2022 Annual Meeting of Shareholders virtually and exclusively online via audio webcast. Announcement
of voting results at which shareholders elected three Class II Directors and one Class III Director; approved, by a non-binding advisory
vote, the compensation of the Company’s named executive officers and ratified the Audit Committee’s appointment of Baker
Tilly US, LLP as the independent registered public accounting firm for 2022 is described above.
Management’s
presentation at the Annual Meeting of Shareholders will be available in the Investors section of the company’s website www.middlesexwater.com
under Financials/Annual Meeting and also at www.virtualshareholdermeeting.com/MSEX2022. The presentation is also filed herewith
as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 25, 2022,
the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 23, 2022. A copy of the
Company’s press release dated May 25, 2022 is filed here with as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits.
| Exhibit | Description of Document |
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly
authorized.
| |
MIDDLESEX WATER COMPANY |
| |
(Registrant) |
| |
|
| |
|
| |
s/A. Bruce O’Connor |
| |
A. Bruce O’Connor |
| |
Sr. Vice President, Treasurer and |
| |
Chief Financial Officer |
Dated: May 25, 2022
Exhibit 99.1
ANNUAL MEETING OF SHAREHOLDERS MAY 23, 2022
Speakers: Dennis W. Doll Chairman, President & CEO A. Bruce O’Connor Sr. Vice President, Treasurer & Chief Financial Officer Jay L. Kooper Vice President, General Counsel & Secretary
Forward Looking Statement As an introduction to the information we will be discussing, please be aware that some of our comments can be considered forward - looking statements as defined by the federal securities laws and as outlined in the Company’s SEC filings. As such, any forward - looking statements are based on currently available information and management’s assumptions, expectations and estimates; however, actual results may vary significantly. Risk factors that could cause actual results to vary from expectations are described in the Company’s filings with the SEC. These factors are also available in our most recent earnings release which can be viewed on our website at www.middlesexwater.com or in our Annual Report.
MSEX Milestones 125 Years of water utility service. 30 th Anniversary of the acquisition of Tidewater Utilities. 40 th Anniversary NASDAQ Listing. Added to the Standard & Poor’s Small Cap 600 Index. 4
2021 Financial Highlights Revenues………………………..$143.1M Net Income………………..…..$ 36.5M Earnings Per Share………….$ 2.07 5
First Quarter Results (Millions) 2022 2 02 1 Operating Revenues $36.2 $32.5 O & M Expenses $19.1 $18.4 Gain on Subsidiary Sale $ 5.2 $ - Net Income $12.1 $ 6 .9 Earnings Per Share $ 0.69 $ 0 .3 6 9
Sale of Subsidiary 7 ▪ Regulated Delaware wastewater utility - sold in January 2022. ▪ Limited growth opportunities. ▪ Utility plant investment headwinds. ▪ Other Delaware regulated and non - regulated businesses to continue.
Revenue 9% 91% Non Regulated Regulated New Jersey $86.4 Million 8 Delaware $44.3 Million Regulated
Net Income 7% 93% Non Regulated Regulated New Jersey $20.1 Million 9 Delaware $13.7 Million Regulated
Utility Plant (Millions) $332 $519 $598 $696 $744 $810 $168 $236 $255 $276 $298 $321 $0 $ 2 00 $ 4 00 $ 6 00 $ 8 00 $ 1 ,0 0 0 $ 1 ,2 0 0 2 0 11 2 0 18 2 0 19 2 0 20 2 0 21 2 0 2 2 E New Jersey D ela w are 10
Customers 65,960 66,020 66,040 66,060 66,090 49,670 52,130 55,280 57,880 60,380 0 2 0 ,0 0 0 4 0 ,0 0 0 6 0 ,0 0 0 8 0 ,0 0 0 1 0 0, 0 00 1 2 0, 0 00 1 4 0, 0 00 2 0 19 2 0 20 2 0 21 2 0 2 2 E 2 0 2 3 E New Jersey D ela w are 11
Capital Expenditures (Estimated) (Millions) Distribution Systems Production Systems IT Systems Other T otal 2022 2023 2024 202 2 - 2024 50 54 45 149 33 21 3 57 4 1 2 7 3 5 8 16 $ 90 $81 $58 $229
Capital Project Funding • Cash Flow From Operations. • Lines of Credit. • Remaining Proceeds 2021 DESRF Loan. • Common Stock Reinvestment Plan. • Private Placement Debt.
3% Stock Purchase Discount 14 • On purchases of MSEX Common Stock through the Company’s Investment Plan (the “Plan”). • Purchases by optional cash payment and/or by dividend reinvestment. • Began September 2021 and continues until 200,000 shares are purchased at the discounted price or August 1, 2022, whichever occurs first. • Proceeds will help fund our Water For Tomorrow® infrastructure investment program to ensure system reliability, resiliency and service quality for current and future generations of water users.
Dividends Paid Dividend increased by 6.4% in October 2021. Annual Dividend Rate: $1.16 per share 0.91 15 1.04 0.97 $0.86 $0.80 $0.60 $0.40 $0.20 $0.00 1.11 $ 1.00 $ 1.20 2 0 17 2 0 18 2 0 19 2 0 20 2 0 21
$1.38 $1.96 $2.01 $2.18 $2.07 62% 46% 49% 48% 54% 0% 1 0 % 2 0 % 3 0 % 4 0 % 5 0 % 6 0 % 7 0 % $ 0 .00 $ 0 .50 $ 1 .00 $ 1 .50 $ 2 .00 $ 2 .50 2 0 17 2 0 18 2 0 19 2 0 20 2 0 21 Dividend Payout Ratio Diluted Earnings Per Share Diluted Earnings Per Share Dividend Payout Ratio 16 Diluted EPS Payout Ratio
OPER A TIONS HIGHLIGHTS
Ozone Plant & Associated Upgrades $70 million investment in drinking water treatment and electrical upgrades to support service in extended adverse weather events 18
New Treatment Mitigates Disinfection By - Products & Emerging Contaminants 19
Park Avenue Plant Interim Treatment Partial Interim Treatment to begin May 2022 with full plant completion expected by July 2023. 20
$10.2 Million project completed in Borough of Metuchen, NJ 4 Miles of main including service lines, valves and fire hydrants were upgraded RENEW 2021 RENEW 2022 $7.9 Million project under way in Woodbridge NJ 4.5 Miles of main including service lines, valves and fire hydrants are being upgraded Lead Service Line Replacement Pilot Program Now Part of RENEW 2022 21
Lead Service Line Replacement In accordance with the New Jersey Legislation signed into law on July 22, 2021, utilities must replace the entire length of the lead or galvanized steel service line from the water main in the street to the water meter on the home or building owner’s property within 10 years. 22
Emergency Preparedness Georgia Simpson named Chief Technology Officer 23 MWC Teams participate in the Broken Silos Emergency Drill
Governance Update Vaughn L. McKoy, JD, MBA named to Board of Directors, Class III on July 15, 2021. 24 Mr. McKoy is Partner with the firm of Inglesino, Webster, Wyciskala & Taylor, LLC where he specializes in general and commercial litigation, regulatory matters, corporate governance, ethics and compliance and government affairs. In August 2021, the Board of Directors of Middlesex Water Company adopted a new and expanded Code of Ethics for Directors, Officers, Employees and Suppliers. The expanded code, includes a Code of Business Conduct and Ethics for the Board and also a Supplier Code of Conduct providing added guidelines for vendor business conduct.
Our Sustainability Journey Continuing Our Progress x Improved transparency and disclosure x Greater engagement with rating agencies x Now tracking carbon emissions in NJ and DE x Enhanced dialogue and training related to Diversity, Equity and Inclusion x Remote work model adopted to ensure work life balance x Expanded Insider Trading Policy and team training x Expanded Code of Conduct now includes Supplier Conduct Guidelines x Increased cybersecurity training x More stringent capital project management and procurement policies 25
Time Allotted for Shareholder Questions
Thank you for participating in our ANNUAL MEETING. For more information, please visit the Investors tab at www.middlesexwater.com
Exhibit 99.2
Middlesex
Water Company HOSTS
ANNUAL
MEETING of Shareholders
ISELIN, NJ, (May 25, 2022) Middlesex Water
Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting of Shareholders exclusively
online on May 23, 2022 at which shareholders re-elected Steven M. Klein, Amy B. Mansue, Walter G. Reinhard to a three-year term and Vaughn
L. McKoy to a one-year term on the Company’s Board of Directors. Shareholders also approved a non-binding advisory resolution approving
the compensation of the Company’s named executive officers and ratified the Audit Committee’s selection of Baker Tilly US,
LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
During the meeting, officers discussed the Company’s
financial results, capital investment and project funding and current 3% Stock Purchase Discount as well as operations highlights including
major treatment plant upgrades, lead service line replacement and governance updates.
An audio webcast of the Middlesex Water Annual
Meeting of Shareholders will be archived for one year at www.virtualshareholdermeeting.com/MSEX2022
About Middlesex Water Company
Established in 1897, Middlesex Water Company (NASDAQ:MSEX)
serves as a trusted provider offering life-sustaining high quality water service for residential, commercial, industrial and fire protection
purposes. The Company offers a full range of water, wastewater utility and related services. An investor-owned public utility, Middlesex
Water is a professional services provider specializing in municipal and industrial contract operations and water and wastewater system
technical operations and maintenance. The company and its subsidiaries form the Middlesex Water family of companies, which collectively
serve a population of nearly half a million people in New Jersey and Delaware. Middlesex is diligently focused on meeting and balancing
the needs of our employees, customers, and shareholders. We invest in our people, our infrastructure and the communities we serve to support
reliable and resilient utility services, economic growth and quality of life.
This release contains forward- looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, our long-term strategy and expectations,
the status of our acquisition program, the impact of our acquisitions, the impact of current and projected rate requests and the impact
of our capital program on our environmental compliance. There are important factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements including: general economic business conditions, unfavorable weather
conditions, the success of certain cost containment initiatives, changes in regulations or regulatory treatment, availability and the
cost of capital, the success of growth initiatives and other factors discussed in our filings with the Securities and Exchange Commission.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
(732) 638-7549
www.middlesexwater.com