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 (Date of earliest event reported): January 8, 2014
Chesapeake Utilities Corporation
(Exact name of registrant as specified in its charter)
Delaware | 001-11590 | 51-0064146 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
909 Silver Lake Boulevard, Dover, Delaware 19904
(Address of principal executive offices, including Zip Code)
(302) 734-6799
(Registrants Telephone Number, including Area Code)
(Former name, former address and former fiscal year, if changed since last report.)
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 (see General Instruction A.2. below):
¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 8, 2014, Chesapeake Utilities Corporation (the Company) entered into an amendment (the Amendment) to the Executive Employment Agreement, dated as of January 14, 2011, by and between the Company and Michael P. McMasters, the President and Chief Executive Officer of the Company (the Employment Agreement).
The Amendment is effective as of January 1, 2014, and extends the term of the Employment Agreement through December 31, 2015. The Amendment also reflects: (i) Mr. McMasters current annual base compensation of $440,000; and (ii) Mr. McMasters current eligible annual target short-term cash bonus incentive award amount, which is equal to 45 percent of his base compensation.
The Amendment further provides that long-term incentive compensation awards: (i) will be granted annually pursuant to the terms of the Chesapeake Utilities Corporation 2013 Stock and Incentive Compensation Plan with a target award based upon 75 percent of Mr. McMasters base compensation; and (ii) each target award will be made in the form of shares using the average closing price during the November 1 through December 31 period immediately preceding the grant date.
Except as modified by the Amendment, all other terms and conditions of the Employment Agreement remain unmodified and in full force and effect. The description of the material terms of the Amendment is qualified in its entirety by reference to the full text of the Amendment which is attached hereto as Exhibit 10.1 and hereby incorporated in this Item 5.02 by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 | Amendment to Executive Employment Agreement dated January 8, 2014, by and between Chesapeake Utilities Corporation and Michael P. McMasters |
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 by the undersigned hereunto duly authorized.
C HESAPEAKE U TILITIES C ORPORATION
/s/ B ETH W. C OOPER |
Beth W. Cooper |
Senior Vice President and Chief Financial Officer |
Date: January 14, 2014
Exhibit 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to the Executive Employment Agreement (this Amendment) effective as of January 1, 2014, is hereby made by and between Chesapeake Utilities Corporation, a Delaware corporation (the Company), and Michael P. McMasters (the Executive).
Background Information
The parties to this Amendment (the Parties) entered into the Executive Employment Agreement (the Agreement) dated as of January 14, 2011, regarding the Executives employment relationship with the Company. The Parties desire to amend the Agreement in order to provide a brief extension of the Current Term, as defined therein, and to reflect and update certain other compensatory provisions within the Agreement.
Agreement
In consideration of the mutual promises and covenants contained herein, the Company and Executive hereby agree as follows:
1. | The first sentence of Section 2(b) of the Agreement shall be revised to read as follows: Subject to Paragraph 2(c), the Current Term of this Agreement shall extend through December 31, 2015. |
2. | The first sentence of Section 5(a) of the Agreement shall be revised to read as follows: The Company shall compensate Executive for his services hereunder during the Current Term at a rate of $440,000 per annum, or such amount as the Board may from time to time determine (Base Compensation), payable in installments on the Companys regular payroll dates for salaried executives. The Base Compensation rate shall be reviewed annually and may be increased or decreased, from time to time, provided, however, that Base Compensation shall only be decreased by the Board on a good faith basis and with reasonable justification for the same, and provided further, that in the event of a Change in Control, Base Compensation shall not at any time thereafter be decreased. |
3. | Section 5(c)(i) shall be replaced in its entirety to read as follows: (i) Chesapeake Utilities Corporation 2013 Stock and Incentive Compensation Plan . Executive shall be eligible for an incentive compensation award as granted on an annual basis by the Board during the Term of this Agreement with a target award based upon seventy-five percent (75%) of the Executives Base Compensation, as determined on an annual basis by the Compensation Committee of the Board of Directors in its discretion and in accordance with and subject to the terms of the Companys 2013 Stock and Incentive Compensation Plan. For the purposes of this provision, the target award shall be made in the form of shares using the average closing price during the November 1 through December 31 period immediately preceding the grant date. |
4. | Section 5(c)(ii) shall be replaced in its entirety to read as follows: Chesapeake Utilities Corporation Cash Bonus Incentive Plan . Executive shall be eligible for an annual cash bonus award with a target award amount equal to forty-five percent (45%) of Executives Base Compensation, as determined on an annual basis by the Compensation Committee of the Board in its discretion and in accordance with and subject to the terms of the Companys Cash Bonus Incentive Plan during the Term of this Agreement. |
5. | All other provisions of the Agreement shall remain unchanged. |
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