NEW JERSEY RESOURCES CORP (Form: DEF 14A, Received: 12/15/2016 06:03:27)

Our Board has adopted a written related person transaction policy that governs the review, approval or ratification of covered related person transactions. Our Audit Committee manages this policy. The policy generally provides that we may enter into a related person transaction only if:

In the event our management determines to recommend a related person transaction to the Audit Committee, that transaction must be presented to the Audit Committee for approval. After review, the Audit Committee will approve or disapprove such transaction. Our management will update the Audit Committee as to any material change to the proposed related person transaction at each subsequently scheduled Audit Committee meeting. When our General Counsel, in consultation with our Chief Executive Officer or our Chief Financial Officer, determines that it is not practicable or desirable for us to wait until the Audit Committee meeting, the Chairman of the Audit Committee possesses delegated authority to act on behalf of the Audit Committee. The Audit Committee or the Chairman approves only those related person transactions that are in, or not inconsistent with, our best interests and the best interests of our shareowners, as the Audit Committee or the Chairman determines in good faith.

For purposes of this policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (or any of our subsidiaries) were, are or will be a participant, and the amount involved exceeds $120,000 and in which any related person had, has or will have a direct or indirect interest. For purposes of determining whether a transaction is a related person transaction, the Audit Committee relies upon Item 404 of Regulation S-K, promulgated under the Securities Exchange Act of 1934, as amended.

Apart from the delivery of regulated natural gas service to any director or executive officer living in our service territory, there have been no related person transactions or proposed transactions since the beginning of fiscal year 2016 between the Company and our directors or executive officers, either directly or indirectly. Additionally, there are no legal proceedings to which any director, officer, principal shareowner or any affiliate thereof, is a party that would be material and adverse to us.

The Board recognizes the importance of Board refreshment and succession planning to ensure that our directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities (see “Election of Directors” and “Summary of Director Qualifications and Experience” above for a discussion of the key qualifications considered by the NCGC in evaluating candidates). In order to promote thoughtful Board refreshment, the Board adopted a director retirement policy, as discussed below.

Director Retirement Policy. The Company’s Corporate Governance Guidelines provide that no director may serve beyond the date of the first annual meeting of shareowners following his or her 75 ^th birthday. Only under extraordinary circumstances, as determined by the Board, may a retired director remain on the Board as a director emeritus.

In accordance with the director retirement policy, we expect two incumbent non-employee directors to retire from the Board at our 2020 Annual Meeting of Shareowners. As our longest-tenured directors retire from the Board, we will continue our director recruitment efforts to help ensure that the size and expertise of the Board will be maintained at an appropriate level.

Board Leadership Structure. As provided in the Corporate Governance Guidelines, the Board does not have a policy on whether the role of the Chief Executive Officer and Chairman of the Board should be separate or, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. We currently operate with one individual, Mr. Downes, serving as Chairman of the Board, President and Chief Executive Officer. The Board elected Mr. Downes as President and Chief Executive Officer in July 1995 and Chairman of the Board in September 1996. Prior to his election as our President and Chief Executive Officer, Mr. Downes served as our Senior Vice President and Chief Financial Officer. The Board believes that because Mr. Downes has unique and extensive experience and understanding of our business, as well as more than 20 years of experience serving on our Board, he is well situated to lead and execute strategy and business plans to maximize shareowner value.

To ensure that the independent directors play a leading role in our current leadership structure, the Board established the position of Lead Director in the Corporate Governance Guidelines in 2003. Mr. Codey currently serves as our Lead Director. In addition, we maintain a significant majority of independent directors (Mr. Downes is the only non-independent director) and independent Board committees. In this role as Lead Director, Mr. Codey is in frequent contact with the Chairman of the Board and Chief Executive Officer and is regularly consulted on all material matters. The Lead Director is elected by the independent directors and ensures that the Board operates independently of management and directors and that shareowners have an independent leadership contact.

The Lead Director, who must satisfy our independence standards, has the following specific roles and responsibilities:

■	Ensures that the Board and its committees function independently of our management

■	Chairs Board meetings when the Chairman is not present or when there is a potential conflict

■	Confers with the Chairman to develop the agenda for the Board meetings and schedules for the Board and committee meetings

■	Provides advice and counsel to the Chairman on Board meeting schedules to ensure there is sufficient time for all agenda items

■	Calls meetings and sets agendas for executive sessions of the independent directors

■	Evaluates and oversees, with the Chairman, the quality, quantity and timeliness of the information submitted by management to the independent directors

■	Acts as a liaison between the independent directors and the Chairman and senior management

■	Confers with the NCGC Chair and the Chairman as to the membership of the various committees and committee chairs

■	Coordinates with the NCGC Chair and the Chairman in the performance evaluation of the Board and its committees

■	Coordinates with the NCGC in the performance evaluation of the Chairman

■	Is available for consultation and direct communication, under appropriate circumstances, if requested by major shareowners

■	Retains advisors and consultants at the request of the independent directors

■	Performs such other duties and responsibilities as may be delegated to the Lead Director by the Board from time to time

The Board also has four standing Committees: the Audit Committee, the LDCC, the NCGC and the Executive Committee. Each Committee has a separate chairperson and each committee, other than the Executive Committee, is composed solely of independent directors.

Given our current circumstances and operating strategies, we believe having a combined Chairman of the Board and Chief Executive Officer, as well as having a Lead Director and independent standing Board committees, is the most appropriate structure for our shareowners and us. We believe this structure demonstrates clear leadership to our employees, shareowners and other interested parties and eliminates potential for redundancies and confusion. The Lead Director supports the role of the independent directors by providing leadership to the independent directors and working closely with the Chairman of the Board and Chief Executive Officer.

As part of the Board’s annual assessment process, the Board evaluates our board leadership structure to ensure that it remains appropriate. The Board recognizes that there may be circumstances in the future that would lead it to separate the roles of Chief Executive Officer and Chairman of the Board, but believes that the absence of a policy requiring either the separation or combination of the roles of Chairman and Chief Executive Officer provides the Board with the flexibility to determine the best leadership structure.

Board’s Role in Risk Oversight. The Board is responsible for our risk oversight. Management is responsible for our risk management, including providing oversight and monitoring to ensure our policies are carried out and processes are executed in accordance with our performance goals and risk tolerance. Our management team holds regular meetings that identify, discuss and assess financial risk from current macro-economic, industry and company perspectives. In carrying out its risk oversight function, the Board has four standing committees: the Audit Committee, the LDCC, the NCGC and the Executive Committee. Each committee is responsible for risk oversight within its area of responsibility and regularly reports to the Board. Each of the committee’s charters, other than the Executive Committee charter, reflects such responsibilities. Generally, the Board’s committees and subsidiary boards of directors oversee the risks as detailed below.

Audit Committee: Responsible for discussing with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. As part of its regular reporting process, management reports and reviews with the Audit Committee our material risks, including, but not limited to, proposed risk factors and other public disclosures, mitigation strategies and our internal controls over financial reporting. The Audit Committee also engages in regular periodic discussions with the Chief Financial Officer and other members of management regarding risks as appropriate. Our internal Risk Management Committee (“RMC”) was established by the Audit Committee to develop, implement and enforce risk management procedures for NJRES, NJNG and NJR Clean Energy Ventures Corporation (“NJRCEV”) and continuously monitors our credit risk management, risks related to trading positions, and trading risk policies and procedures applicable to those entities. The RMC is comprised of individuals from our affiliated companies that meet approximately once a month and provides periodic reports to the Audit Committee. The RMC’s duties include, but are not limited to, evaluating the effectiveness of existing credit policies and procedures, reviewing material transactions and discussing emerging issues.

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LDCC: Considers succession planning, human resources risks and risks that may result from our executive compensation programs.

NCGC: Considers risks related to corporate governance structure, policies and practices.

Each committee regularly reports to the Board. Moreover, the Board reviews and oversees our various financial policies, financing programs, capital and operating plans, benefit plan management and certain risk management policies.

Subsidiary Boards: Our several subsidiary boards of directors, which are comprised largely of non-management directors, enhance our operational risk oversight. The board of directors of NJNG provides operational and financial risk oversight to that subsidiary, while the boards of directors of NJRES, NJR Energy Investments Corporation and NJRCEV jointly meet periodically and discuss the operational and financial risks of those subsidiaries.

We believe the current leadership structure of the Board supports the risk oversight functions described above by providing independent leadership at the committee and subsidiary board level, with ultimate oversight by the full Board as led by the Chairman of the Board and Chief Executive Officer and the Lead Director.

Information About the Board’s Committees

The Board has established various committees to assist with the performance of its responsibilities. The information below provides a description of the roles of each committee, as well as membership and meeting information for fiscal year 2016.

Audit Committee

Members: Lawrence R. Codey, Donald L. Correll, Robert B. Evans, Alfred C. Koeppe, J. Terry Strange (Chair)

Meetings held: Eight

Independence: All of the members are independent within the meaning of the listing standards of the NYSE and the independence standards set by the Board as discussed under “Corporate Governance and Related Matters — Board Standards of Independence” on page 20, and as set forth in Rule 10A-3(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Qualifications: All members are “financially literate” and, as required by the NYSE listing standards, at least one member of the Committee has accounting or related financial management expertise, as such terms are interpreted by the Board in its business judgment. The Board has also determined that each of the members of the Audit Committee is an “audit committee financial expert,” as such term is defined in the rules promulgated by the SEC under the Sarbanes-Oxley Act of 2002.

Under the corporate governance requirements of the NYSE listing standards, if an audit committee member simultaneously serves on the audit committee of more than three public companies, the board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the listed company’s audit committee. The Board has determined that the service of Mr. Strange on the audit committee of more than three public companies does not impair his ability to serve effectively as a member of our Audit Committee.

Responsibilities:

■	oversees management’s responsibilities for accounting, internal control over financial reporting and financial reporting;

■	selects, appoints, compensates and oversees the independent registered public accounting firm to serve as our independent registered public accounting firm for each fiscal year, approves the retention of, and retains, such firm for any other purposes and approves the audit and non-audit fees we pay to such firm;

■	reviews the scope and the results of the work of the independent registered public accounting firm and internal auditors;

■	reviews the adequacy of internal control over financial reporting; and

■	prepares the Audit Committee Report.

The functions and responsibilities of the Audit Committee are described in more detail in the “Audit Committee Report” on page 87.

The Audit Committee operates under a written charter adopted by the Board that is available free of charge on our website at investor.njresources.com under the caption “Corporate Governance.” A printed copy is available free of charge to any shareowner who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.

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Leadership Development and Compensation Committee (LDCC)

Members: Donald L. Correll (Chair), Rev. M. William Howard, Jane M. Kenny, Alfred C. Koeppe, Sharon C. Taylor, David A. Trice

Meetings held: Four

Independence: The Board has determined that the members are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, (referred to herein as the “Internal Revenue Code”)) and “independent directors” (as defined under the applicable NYSE listing standards and our Corporate Governance Guidelines as discussed above under “Corporate Governance and Related Matters — Board Standards of Independence” on page 20). In addition, no LDCC member is a current or former employee of the Company or any of our subsidiaries.

Responsibilities:

■	performs the responsibilities of the Board relating to compensation of our executives;

■	oversees the performance and qualifications of senior management and interprets, implements and administers the annual compensation and benefits of all of the Company’s and our subsidiaries’ elected officers;

■	reviews or approves financial corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

■	evaluates the performance of our Chief Executive Officer and our other executive officers in light of those goals and objectives;

■	determines and approves compensation levels for our Chief Executive Officer and our other executive officers based on this evaluation;

■	makes recommendations to the Board with respect to annual and long-term incentive compensation plans; and evaluates the performance of, and determines the salaries, incentive compensation and executive benefits for senior management;

■	administers our equity-based and other executive compensation plans;

■	oversees our leadership development, including review of our succession planning for senior management, officer promotions and affirmative action and diversity plans;

■	considers the impact of our executive compensation program, and the incentives created by the compensation awards that the LDCC administers, on our risk profile;

■	reviews all our compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to us; and

■	prepares the Report of the LDCC on page 57.

The LDCC operates under a written charter adopted by the Board that is available free of charge on our website at investor.njresources.com under the caption “Corporate Governance.” A printed copy is available free of charge to any shareowner who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.

The Chairman of the LDCC works with our Chief Executive Officer, Vice President, Chief Human Resources Officer and our Legal Department to establish the agenda for LDCC meetings. The Vice President, Chief Human Resources Officer and management personnel reporting to her prepare data and materials for review by the LDCC using market data from both broad-based and targeted national and regional compensation surveys. Competitive industry analysis is enhanced through review of peer company proxy data, professional research consortia and nationally recognized compensation databases provided by the LDCC’s outside independent compensation consultant.

The LDCC reviews the performance and compensation of our Chief Executive Officer with input from both the full Board (in the form of written evaluations), and our Chief Executive Officer’s self-evaluation. The LDCC approves the compensation of the other executive officers based upon the evaluation and recommendation of our Chief Executive Officer and its own review of each executive officer’s individual performance highlights. When it deems appropriate, the LDCC engages its independent compensation consultant or other appropriate advisors to analyze compensation trends and competitiveness of pay packages and to support the LDCC’s duty to establish each of the executive officer’s targeted overall compensation levels.

Our Board remains focused on its responsibilities in the areas of succession planning and talent development to ensure strong internal leadership capabilities that will support NJR’s strategic plan. Each year, the CEO provides a review of the performance and long-term leadership potential of our team, including possible succession candidates for key leadership positions. The Board receives updates at each meeting. The Company engages outside resources as needed to assist with the process. The Board also has in place a confidential plan for emergency succession in the event of the unexpected departure of the CEO.

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The LDCC reports regularly to the Board on matters relating to the LDCC’s responsibilities. In addition, the LDCC follows regulatory and legislative developments and considers corporate governance best practices in performing its duties. For additional information regarding the compensation-related activities of the LDCC, see the sections entitled “Compensation Discussion and Analysis” on page 32 and “Report of the Leadership Development and Compensation Committee” on page 57 of this Proxy Statement, respectively.

The LDCC is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. For fiscal year 2016, the LDCC retained Frederic W. Cook & Co. Inc. (“FW Cook”) as its independent compensation consultant. The independent compensation consultant was retained to (1) assist in gathering and analyzing market data, (2) advise the LDCC on compensation standards and trends, (3) provide an annual risk assessment of our compensation policies, (4) assist in the implementation of policies and programs during fiscal year 2016 and (5) advise the LDCC with respect to the proposed 2017 Stock Award and Incentive Plan. In retaining FW Cook, the LDCC separately considered the six factors set forth in Section 10C-1(b)(4) (i) through (vi) of the Exchange Act and, based on such consideration, determined that the work of FW Cook did not raise any conflicts of interest. For a further discussion of the role of FW Cook, please see the section entitled “The Compensation Review Process – Role of Compensation Consultant” on page 37.

Nominating/Corporate Governance Committee (NCGC)

Members: Lawrence R. Codey, Jane M. Kenny (Chair), Alfred C. Koeppe, Sharon C. Taylor, David A. Trice, George R. Zoffinger

Meetings held: Five

Independence: All of the members are “independent” within the meaning of the listing standards of the NYSE and the independence standards set by the Board.

Responsibilities:

■	assesses the corporate needs for an effective Board;

■	makes recommendations to the Board regarding Board composition, size, compensation, skills and talents needs;

■	identifies individuals qualified to be directors, consistent with the criteria approved by the Board and set forth in the Corporate Governance Guidelines (for information on the nomination process see “Director Nominations and Evaluations Processes” on page 18);

■	leads the annual self-evaluation performance review of the Board;

■	recommends to the Board the selection of nominees for election to the Board;

■	recommends to the Board the individual directors to serve on the committees of the Board;

■	recommends to the Board corporate governance guidelines and oversees related governance matters;

■	advises the Board on matters that impact corporate social responsibility, advocacy and our reputation; and

■	fulfills its oversight responsibility for risk management by periodically assessing and responding, as appropriate, to material risks that may arise in connection with governance structures and processes.

For information on how to nominate a Director see “Director Nominations and Evaluations Processes” on page 18.

The NCGC operates under a written charter that is available free of charge on our website at investor.njresources.com under the caption “Corporate Governance.” A printed copy is available free of charge to any shareowner who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.

Executive Committee

Members: Lawrence R. Codey (Chair), Donald L. Correll, Laurence M. Downes, Robert B. Evans, Rev. M. William Howard, Jane M. Kenny, Alfred C. Koeppe, J. Terry Strange

Meetings held: None

Independence: With the exception of Mr. Downes, all of the members are independent within the meaning of the listing standards of the NYSE and the independence standards set by the Board as discussed under “Corporate Governance and Related Matters — Board Standards of Independence” on page 20.

Responsibilities: During the interval between meetings of the Board, the Executive Committee is authorized under our By-Laws to exercise all the powers of the Board, unless specifically directed otherwise by the Board or otherwise proscribed by law.

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Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that set forth the practices of the Board, including the following:

■	qualification, selection and election of directors;

■	director orientation and continuing education;

■	director responsibilities;

■	Board composition and performance;

■	director access to management and independent advisors;

■	director compensation and share ownership guidelines;

■	management evaluation and succession;

■	policies regarding the Lead Director;

■	meetings of the non-management directors; and

■	the policy on communicating with the non-management directors.

A copy of our Corporate Governance Guidelines is available free of charge on our website at investor.njresources.com under the caption “Corporate Governance.” A printed copy is available free of charge to any shareowner who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.

Compensation Committee Interlocks and Insider Participation

No member of the LDCC was at any time an officer or employee of the Company, or is related to any other member of the LDCC, any other member of the Board or any executive officer of the Company.

Code of Business Conduct and Ethics

The Board has adopted the Code of Conduct, a code for all directors, officers and employees, as required by the NYSE rules, which also satisfies the requirements of Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder by the SEC with respect to our principal executive officer and senior financial officers. The Board has also adopted a Wholesale Trading Code of Conduct, a code applicable to all officers and any employees and agents directly or indirectly involved in the submission of offers or bids to buy or sell natural gas or pipeline or storage capacity (collectively, the “Codes”). The Codes form the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and the high integrity level of our employees. The Codes cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. Copies of the Codes are available free of charge on our website at investor.njresources.com under the caption “Corporate Governance.” A printed copy is available free of charge to any shareowner who requests it by contacting the Corporate Secretary in writing at Office of the Corporate Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719.

Communications with the Board

Any shareowner or interested party wishing to communicate with the Lead Director, the non-management directors, any Board committee or specified individual director on an anonymous basis may do so by calling Ethicspoint, Inc., an unaffiliated toll-free hotline service, at 1-866-384-4277 or by submitting a report via its secure web site at www.ethicspoint.com. Ethicspoint, Inc. will then notify the Lead Director or another designated representative of the non-management directors. The Lead Director and his duly authorized agents are responsible for collecting and organizing shareowner communications.

Absent a conflict of interest, the Lead Director is responsible for evaluating the materiality of each shareowner communication and determining whether further distribution is appropriate, and, if so, whether to the full Board, one or more committee members, one or more Board members and/or other individuals or entities. In addition, any shareowner can communicate in writing to such directors by mailing communications to them c/o New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey 07719, Attention: Lead Director, Lawrence R. Codey.

NEW JERSEY RESOURCES - 2016 Proxy Statement		27

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1.	To elect as directors the three nominees to the Board of Directors named in the attached proxy statement for terms expiring in 2020

2.	To approve a non-binding advisory resolution approving the compensation of our named executive officers

3.	To provide a non-binding advisory vote as to the frequency (every one, two or three years) of the non-binding shareowner vote to approve the compensation of our named executive officers

4.	To approve our 2017 Stock Award and Incentive Plan

5.	To ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2017

6.	To transact any other business that may properly be brought before the Meeting or any adjournments or postponements thereof

PROXY STATEMENT	6

Annual Meeting of Shareowners January 25, 2017	6
Questions and Answers About the Annual Meeting	6

ELECTION OF DIRECTORS	12

Item 1 On Proxy Card	12

CORPORATE GOVERNANCE AND RELATED MATTERS	20

Information About the Board’s Committees	24
Director Compensation	28
Director Share Ownership Guidelines	28
Director Deferred Compensation Plan	28

STOCK OWNERSHIP	30

Principal Shareowners	30
Directors and Executive Officers	30

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	31

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	32

COMPENSATION DISCUSSION AND ANALYSIS	32

Executive Summary	32
Principles of our Compensation Framework	36
Elements of Our Compensation Program for Named Executive Officers	36
The Compensation Review Process	37
Establishing Total Direct Remuneration	38
Components of Compensation	40
Long-Term Equity Incentive Awards	47
Retirement Programs	52
Severance Policies	52
Deferred Compensation	54
Other Benefits	54
Share Ownership Guidelines	55
Compensation Recoupment (“Clawback”) Policy	55
Anti-Hedging and Pledging Policy	55
United States Federal Income Tax Limits on Deductibility	56
Advisory Votes on Executive Compensation	56
Report of the Leadership Development and Compensation Committee	57
Compensation Risk Assessment	57

EXECUTIVE COMPENSATION	58

Summary Compensation Table	58
All Other Compensation Table	59
Grants of Plan-Based Awards	60
2007 Stock Award and Incentive Plan	61

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END	62

Option Exercises and Stock Vested	65
Pension Benefits	65
Non-Qualified Deferred Compensation	67

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL	68

NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR EXECUTIVE OFFICERS	74

Item 2 On Proxy Card	74

PROPOSAL REGARDING THE FREQUENCY (ONE, TWO OR THREE YEARS) OF THE NON-BINDING SHAREOWNER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	75

Item 3 On Proxy Card	75

APPROVAL OF THE 2017 STOCK AWARD AND INCENTIVE PLAN	76

Item 4 On Proxy Card	76

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	85

Item 5 On Proxy Card	85

AUDIT COMMITTEE REPORT	87

CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS	88

DIRECTIONS TO THE ANNUAL MEETING	89

OTHER MATTERS	89

APPENDIX A — NEW JERSEY RESOURCES CORPORATION — 2017 STOCK AWARD AND INCENTIVE PLAN	A-1



*“Fiscal year 2016 was another solid year for New Jersey Resources. On behalf of our Board of Directors, thank you for your continued confidence in our Company.”* Laurence M. Downes

	JANE M. KENNY
	(Chair, Nominating/Corporate Governance Committee)

	Co-Owner and Managing Partner, The Whitman Strategy Group, LLC Director since: 2006 Age: 65 Other Public Company Directorships: None

	SHARON C. TAYLOR

	Senior Vice President, Human Resources, Prudential Financial Director since: 2012 Age: 62 Other Public Company Directorships: None

	DAVID A. TRICE

	Retired. President and Chief Executive Officer, Newfield Exploration Company Director since: 2004 Age: 68 Other Public Company Directorships: QEP Resources, Inc. (NYSE: QEP) (May 2011 – Present) and McDermott International, Inc. (May 2009 – Present)

	DONALD L. CORRELL (Chair, Leadership Development and Compensation Committee)

	Chief Executive Officer and Co-Founder, KWP Capital, LLC Director since: 2008 Age: 66 Other Public Company Directorships: HealthSouth Corp. (NYSE: HLS) (June 2005 – Present)

	REV. M. WILLIAM HOWARD, JR. (Lead Director, NJRCEV Board)

	Retired. Pastor, Bethany Baptist Church Director since: 2005 Age: 70 Other Public Company Directorships: None

	J. TERRY STRANGE (Chair, Audit Committee)

	Retired. Vice Chair and Managing Partner, U.S. Audit Practice, KPMG LLP Director since: 2003 Age: 72 Other Public Company Directorships: Newfield Exploration Company (NYSE: NFX) (2004 – Present), Group 1 Automotive, Inc. (NYSE: GPI) (2003 – Present), SLM Corp. (NASDAQ: SLM (2008 - May 2013), and BBVA Compass Bancshares, Inc. (NYSE: BBVA) (2008 – Present)

	GEORGE R. ZOFFINGER

	President and Chief Executive Officer, Constellation Capital Corp. Director since: 1996 Age: 68 Other Public Company Directorships: Virgin Media, Inc. (NASDAQ: VMED) (2003 - June 2013)

	LAWRENCE R. CODEY (Lead Director and Chair, Executive Committee)

	Retired. President, Chief Operating Officer and Member, Board of Directors, Public Service Electric & Gas Company (“PSE&G”) Director since: 2000 Age: 72 Other Public Company Directorships: Sealed Air Corporation (NYSE: SEE) (1993 – Present)

	LAURENCE M. DOWNES (Chairman of the Board)

	President and Chief Executive Officer, New Jersey Resources Corporation Director since: 1995 Age: 59 Other Public Company Directorships: Questar Corporation (NYSE: STR) (2010 - September 2016)

	ROBERT B. EVANS (Lead Director, NJRES Board)

	Retired. President and Chief Executive Officer, Duke Energy Americas Director since: 2009 Age: 68 Other Public Company Directorships: Sprague Resources LP (NYSE: SRLP) (October 2013 – Present), Targa Resources Corp. (NYSE: TRGP) (March 2016 – Present) and ONE Gas, Inc. (NYSE: OGS) (2014 – Present)

	ALFRED C. KOEPPE (Lead Director, NJNG Board)

	Retired. CEO, Newark Alliance Director since: 2003 Age: 70 Other Public Company Directorships: None

Summary of Director Qualifications and Experience	Codey, Lawrence R.	Correll, Donald L.	Downes, Laurence M.	Evans, Robert B.	Howard Jr., M. William	Kenny, Jane M.	Koeppe, Alfred C.	Strange, J. Terry	Taylor, Sharon C.	Trice, David A.	Zoffinger, George R.
Years Served on the Board	16	8	21	6	11	10	13	13	3	12	20
Utility Transmission/Distribution	•	•	•	•			•	•
Oil & Gas Exploration	•		•	•				•		•
General Business/Management	•	•	•	•	•	•	•	•	•	•	•
Regulatory	•	•	•	•		•	•	•	•		•
Finance and Accounting	•	•	•	•	•		•	•		•	•
Corporate Governance	•	•	•		•	•	•	•	•	•
Marketing				•	•						•
Public Relations					•	•			•		•
Technology	•					•	•		•
Energy Services	•		•	•		•
Education	•		•		•	•	•
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■	the director is, or has been within the last three years, our employee, or an immediate family member is, or has been within the last three years, an executive officer of the Company;

■	the director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from us, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

■	(i) the director is a current partner or employee of a firm that is our internal or external auditor; (ii) the director has an immediate family member who is a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on our audit; or (iv) the director or an immediate family member was, within the last three years, a partner or employee of such a firm and personally worked on our audit within that time;

■	the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or

■	the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent, of such other company’s consolidated gross revenues.

■	the Audit Committee approves or ratifies such transaction in accordance with the guidelines set forth in the policy,

■	the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party,

■	the transaction is approved by the disinterested members of the Board, or

■	the transaction involves compensation approved by the LDCC.

■	Any person who is, or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a nominee to become one of our directors

■	Any person who is known to be the beneficial owner of more than five percent of any class of our voting securities

■	Any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner

■	Any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a five percent or greater beneficial ownership interest

■	an increase to the annual equity retainer, increasing the value of the annual equity retainer to $90,000 (the number of shares to be based upon the closing price of a share of the Company’s common stock on the date of the grant)

■	an increase to the Lead Director annual cash retainer to $18,750

Director Annual Cash Retainer (All independent directors except for Lead Director)	$68,000
Lead Director Additional Cash Retainer	$18,750
Annual Stock Retainer	Shares of Common Stock worth $90,000 (the number of shares based upon the closing price of a share of Common Stock on the date of the grant)
Annual Retainer- Committee Members
Audit Committee	$12,000
LDCC	$6,000
NCGC	$6,000
Additional Annual Retainer for Committee Chairs:
Audit, Executive Committee, LDCC, NCGC	$15,000
Subsidiary Board Retainer*
Member**	$9,000
Additional Annual Retainer- Lead Director***	$15,000

*	Subsidiary Boards include the Boards of Directors for New Jersey Natural Gas Company, NJR Energy Services Company, NJR Clean Energy Ventures Corporation and NJR Energy Investments Corporation.
**	Subsidiary Board member annual retainers and any additional meeting fees are based upon each member only being compensated for one meeting when joint Boards of Directors meetings occur.
***	Lead Directors of more than one subsidiary Board will only be paid a single annual retainer fee of $15,000 for service as Lead Director on those Boards.

			Change in Pension
			Value and Non-
			Qualified Deferred
	Fees Earned or		Compensation	All Other
	Paid in Cash ⁽¹⁾	Stock Awards ⁽²⁾	Earnings ⁽³⁾	Compensation ⁽⁴⁾	Total
Name	($)	($)	($)	($)	($)
Lawrence R. Codey	128,750	90,000	—	5,064	223,814
Donald L. Correll	110,000	90,000	—	64	200,064
Robert B. Evans	104,000	90,000	—	64	194,064
M. William Howard, Jr.	98,000	90,000	—	64	188,064
Jane M. Kenny	104,000	90,000	—	1,814	195,814
Alfred C. Koeppe	116,000	90,000	13,581	4,189	223,770
J. Terry Strange	104,000	90,000	—	64	194,064
Sharon C. Taylor	89,000	90,000	11,949	64	191,013
David A. Trice	89,000	90,000	—	64	179,064
George R. Zoffinger	83,000	90,000	12,718	64	185,782

(1)	This column reports the amount of cash compensation earned in fiscal year 2016 for Board (including Subsidiary Boards) and committee service.
(2)	These amounts are calculated in accordance with the share-based compensation provisions of Financial Accounting Standards Board (FASB) ASC Topic 718. Each director received an annual stock retainer of 2,748 shares of NJR common stock valued at $90,000 based on the grant date closing price of $32.75 on January 4, 2016.
(3)	Amounts in this column show the amount contributed by us in fiscal year 2016, as we provide a return on directors’ deferred compensation at the federal Prime Rate plus two percent as part of our Directors’ Deferred Compensation Plan.
(4)	Amounts in this column do not represent compensation paid to the directors. These amounts are comprised of our matching contributions of the non-management director’s charitable donations to eligible organizations made in fiscal year 2016 as part of our overall support of charitable organizations under our Matching Gift Program for the Board and premiums we paid in fiscal year 2016 for a Directors and Officers Travel Insurance Policy in the amount of approximately $64 per director.

	Number of	Shares of
Directors	Options	Common Stock
Lawrence R. Codey	—	37,638
Donald L. Correll	—	26,088
Robert B. Evans	—	25,864
M. William Howard, Jr.	—	28,797
Jane M. Kenny	—	24,024
Alfred C. Koeppe	—	83,502
J. Terry Strange	—	61,422
Sharon C. Taylor	—	20,167
David A. Trice	—	70,720
George R. Zoffinger	—	86,066

	Number of		Percent of
Name and Address of Beneficial Owners	Shares		Class ⁽¹⁾
BlackRock, Inc. 40 East 52 ^nd Street New York, NY 10022	10,732,338	⁽²⁾	12.5%
The Vanguard Group, Inc. 100 Vanguard Boulevard Malvern, PA 19355	7,766,296	⁽³⁾	9.0%

(1)	The percentage shown in the table is based on 86,174,654 shares of Common Stock outstanding on November 28, 2016.
(2)	As reported on an Amendment No. 6 to Schedule 13G filed with the SEC on January 8, 2016. The Amendment No. 6 to Schedule 13G indicates that BlackRock, Inc. (“BlackRock”) reported that it held sole voting power over 10,510,562 shares of Common Stock and sole dispositive power over 10,732,338 shares of Common Stock. The number of shares of Common Stock owned by BlackRock may have changed since the filing of Amendment No. 6 to Schedule 13G.
(3)	As reported on an Amendment No. 6 to Schedule 13G filed with the SEC on February 10, 2016. The Amendment No. 6 to Schedule 13G indicates that Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 103,370 shares of Common Stock as a result of serving as investment manager of collective trust accounts. VFTC directs the voting of these shares of Common Stock. Amendment No. 6 to Schedule 13G also indicates that Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 10,100 shares of Common Stock as a result of serving as investment manager of Australian investment offerings. VIA directs the voting of these shares. The Vanguard Group, Inc. reported that it held sole voting power over 108,670 shares of Common Stock, sole dispositive power over 7,658,126 shares of Common Stock and shared dispositive power over 108,170 shares of Common Stock. The number of shares of Common Stock held by The Vanguard Group, Inc. may have changed since the filing of Amendment No. 6 to Schedule 13G.

	Amount and
	Nature of
	Beneficial
Name	Ownership ^(1)(2)(3)
Lawrence R. Codey		37,795
Donald L. Correll		26,204
Laurence M. Downes		390,981	⁽⁴⁾
Mariellen Dugan		41,219
Kathleen T. Ellis		93,043
Robert B. Evans		25,864
M. William Howard, Jr.		28,914
Jane M. Kenny		24,178
Alfred C. Koeppe		84,149
Glenn C. Lockwood		175,698
Patrick J. Migliaccio		14,329
J. Terry Strange		61,656
Sharon C. Taylor		20,303
David A. Trice		70,866
Stephen D. Westhoven		82,864
George R. Zoffinger		86,684
All Directors and Executive Officers as a Group (19 Persons)		1,300,431	⁽⁵⁾

(1)	Each individual has furnished information as to the amount and nature of beneficial ownership not within our knowledge.
(2)	This column lists voting securities, including restricted stock held by the executive officers over which they have sole voting power but no investment power. Otherwise, except to the extent noted below, each director or executive officer has sole voting and investment power over the shares reported. Includes shares of restricted stock held by the executive officers over which they have sole voting power but no investment power, as follows: Mr. Downes— 23,114 shares, Mr. Lockwood— 2,151 shares, Ms. Ellis— 3,647 shares, Ms. Dugan— 15,879 shares, Mr. Westhoven— 4,377 shares, Mr. Migliaccio— 3,420 shares and all directors and executive officers as a group— 58,732 shares.
(3)	Includes deferred shares of Common Stock held by the directors and executive officers pursuant to the Directors’ Deferred Compensation Plan or the Officers’ Deferred Compensation Plan over which they have sole voting power but no investment power, as follows: Mr. Codey— 20,511 shares, Mr. Correll— 15,472 shares, Rev. Howard— 15,474 shares, Ms. Kenny— 12,030 shares, Mr. Koeppe— 32,955 shares, Mr. Lockwood—68,008 shares, Mr. Strange— 15,580 shares, Ms. Taylor— 17,991 shares, Mr. Trice— 19,303 shares, Mr. Zoffinger— 81,567 shares and all directors and executive officers as a group— 298,891 shares.
(4)	Includes 715 shares of Common Stock held by Mr. Downes as custodian for the benefit of a relative.
(5)	Includes (i) 715 shares of Common Stock indirectly owned by certain of the directors and executive officers, (ii) 298,891 deferred shares of Common Stock held by certain of the directors and executive officers pursuant to the Directors’ Deferred Compensation Plan or the Officers’ Deferred Compensation Plan over which they have sole voting power but no investment power and (iii) 58,732 shares of restricted stock held by certain of the executive officers over which they have sole voting power but no investment power.

	Number of
	Securities to		Number of
	be Issued	Weighted Average	Securities Remaining
	Upon Exercise	Exercise Price	Available for
	of Outstanding	of Outstanding	Future Issuance
	Options, Warrants	Options, Warrants	Under Equity
Plan Category	and Rights ⁽¹⁾	and Rights ⁽²⁾	Compensation Plans
Equity Compensation Plans Approved by Shareowners	1,127,652	—	1,471,496
Equity Compensation Plans Not Approved by Shareowners ⁽³⁾	—	—	—
TOTAL	1,127,652	—	1,471,496

(1)	There are no outstanding warrants or rights. This amount includes deferred stock units and performance shares that may vest based upon certain conditions and would be paid in the form of shares of Common Stock on a one-to-one basis upon vesting. This amount does not include outstanding shares of restricted stock. Assumes vesting at the maximum payout level for performance-based awards.
(2)	There is no weighted-average exercise price for this column as none of the outstanding awards have an exercise price.
(3)	We do not have equity compensation plans that have not been approved by shareowners.

Name		Title
Laurence M. Downes		Chairman of the Board, Chief Executive Officer and President
Patrick J. Migliaccio		Senior Vice President and Chief Financial Officer
Glenn C. Lockwood		Executive Vice President ⁽¹⁾
Kathleen T. Ellis		Executive Vice President and Chief Operating Officer, NJNG ⁽²⁾
Mariellen Dugan		Senior Vice President and General Counsel ⁽³⁾
Stephen D. Westhoven		Senior Vice President, NJRES ⁽⁴⁾

(1)	Mr. Lockwood served as Chief Financial Officer of the Company through December 31, 2015.
(2)	Ms. Ellis now serves as Executive Vice President, Policy and Strategic Development, NJR, effective October 1, 2016.
(3)	Ms. Dugan now serves as Senior Vice President and Chief Operating Officer, NJNG, effective October 1, 2016.
(4)	Mr. Westhoven now serves as Senior Vice President and Chief Operating Officer, NJRES and NJRCEV, effective October 1, 2016.