UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 9, 2020
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
| New Jersey | 001-08359 | 22-2376465 | ||
| (State or Other | (Commission | (IRS Employer | ||
| Jurisdiction | File Number) | Identification No.) | ||
| of Incorporation) | ||||
| 1415 Wyckoff Road | ||
| Wall, New Jersey | 07719 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(732) 938-1480
(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 - $2.50 par value | NJR | New York Stock Exchange |
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 1.01 Entry into a Material Definitive Agreement.
On September 9, 2020, the Board of Directors (the “Board”) of New Jersey Resources Corporation (the “Company” or “NJR”), pursuant to the recommendation of the Board’s Nominating/Corporate Governance Committee (the “NCGC”), effective January 1, 2021 (i) increased the annual cash retainer payable to non-employee directors from $78,000 to $84,000 and (ii) increased the annual cash retainer payable to (a) members of the Audit Committee from $12,000 to $13,000, (b) members of the NCGC from $6,000 to $7,000 and (c) members of the Leadership Development and Compensation Committee from $6,000 to $7,000. A summary of the Company’s 2021 non-employee director compensation is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Summary of 2021 Non-Director Employee Compensation Plan | |
| 104 | Cover page in Inline XBRL format | |
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.
| NEW JERSEY RESOURCES CORPORATION | |||
| Date: September 11, 2020 | By: | /s/ Patrick J. Migliaccio | |
| Patrick J. Migliaccio | |||
| Senior Vice President and Chief Financial | |||
| Officer | |||
Summary of Non-Employee Director Compensation Effective January 2021
| Annual Cash Retainer Fee1 | $84,000 | |
| Annual Restricted Stock Unit (RSU) Retainer (in common stock equivalent)2 | $110,000 | |
| Non-Executive Chairman Additional Annual Cash Retainer1 | $40,000 | |
| Non-Executive Chairman Additional Annual RSU Retainer 2 | $40,000 | |
| Annual Retainer - Committee Member1: | ||
| Audit | $13,000 | |
| Leadership Development and Compensation Committee | $7,000 | |
| Nominating/Corporate Governance Committee | $7,000 | |
| Additional Annual Retainer for Committee Chairs1: | ||
| Audit | $15,000 | |
| Leadership Development and Compensation | $15,000 | |
| Nominating/Corporate Governance | $15,000 | |
| New Jersey Natural Gas Company (NJNG) Board Retainers1: | ||
| Annual Retainer - NJNG Board Member | $9,000 | |
| Additional Annual Retainer- NJNG Board Lead Director/Chairman* | $15,000 |
In the event of extraordinary circumstances resulting in an excessive number of Board or Committee meetings beyond the typical number of meetings of a Board or Committee in a given year, the Board retains discretion to pay an additional per meeting fee of $1,500 to each attending non-employee director that is a member of such Board or Committee.
1 Cash Retainers will be paid in two equal semi-annual installments: as soon as practicable after the annual meeting of shareowners and the July Board of Directors meetings.
2 Grants of the annual equity retainer in the form of restricted stock units (RSUs) will be made at the time of the annual meeting of shareowners. The number of RSUs will be based upon the closing price of a share of the Company’s common stock on the date of the grant. The RSUs will accrue dividends and will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the following annual meeting of shareowners. The RSUs will be prorated through a director's termination date if a director leaves the Board before the RSUs have vested. Upon vesting, the RSUs and accrued dividends will be converted into shares of NJR common stock. The cash and equity retainers are pro-rated for directors who serve only a portion of the year.
*This additional retainer will only be paid if the Lead Director or Chair of the New Jersey Natural Gas Company Board is a different person than the Chair of the New Jersey Resources Corporation Board.