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 24, 2017
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.) |
1500 RONSON ROAD, P.O. BOX 1500, ISELIN, NEW JERSEY 08830
(Address of principal executive offices, including 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company o
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. o
| 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, 2017. Shareholders voted to reelect continuing director John R. Middleton, M.D. (Class I) to the Company’s Board of Directors (the “Board”), to serve a term of office of one year; and re-elected continuing directors James F. Cosgrove Jr., P.E. and Jeffries Shein (Class III), to each serve a term of office of three years. 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, (2017 Proxy Statement) which was filed with the Securities and Exchange Commission on April 13, 2017 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect three nominees to the Board with John R. Middleton, M.D. to serve a term expiring at the 2018 Annual Meeting of Shareholders and Directors Cosgrove and Shein serving terms that expire at the 2020 Annual Meeting of Shareholders. Each Director was elected and received the following votes: |
| Director | For | Withheld | Broker Non-Votes |
| James F. Cosgrove. | 9,077,766 | 349,326 | 4,599,258 |
| John R. Middleton, M.D. | 9,057,974 | 369,118 | 4,599,258 |
| Jeffries Shein | 9,050,532 | 376,560 | 4,599,258 |
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 2017 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote |
| 9,000,675 | 255,730 | 170,687 | 4,599,258 |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to provide a non-binding advisory vote to approve the frequency of the non-binding shareholder vote approving the compensation of the Company’s named executive officers as disclosed in the 2017 Proxy Statement. The proposal was approved and received the following votes: |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Vote |
| 7,450,575 | 96,793 | 1,733,513 | 146,211 | 4,599,258 |
Proposal No. 4
Description of Matters Submitted
| 4) | A proposal to ratify the appointment by the Audit Committee of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
| For | Against | Abstain | Broker Non-Vote |
| 13,826,767 | 119,875 | 79,708 | 0 |
Item 8.01 Other Events
2017 Annual Meeting of Shareholders
On May 24, 2017, Middlesex Water Company held its 2017 Annual Meeting of Shareholders at its company headquarters in Iselin, New Jersey. Announcement of voting results at which shareholders elected one Class I Director and two Class III Directors; approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, approved, by a non-binding advisory vote, the frequency of the shareholder vote to approve compensation of the Company’s named executive officers, and ratified the Audit Committee’s appointment of Baker Tilly Virchow Krause LLP as the independent registered public accounting firm for 2017 is described above.
Management’s presentation at the Annual Meeting of Shareholders will be available in the Investor Relations section of the company’s website www.middlesexwater.com under News & Market Data/Presentations and Interviews. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
News Release
On May 24, 2017, the Company issued a press release describing the voting results of shareholders at the Annual Meeting, the election of directors, the approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, the approval of a non-binding advisory resolution approving the frequency of the shareholder vote approving the compensation of the Company’s named executive officers and the ratification by shareholders of the appointment of Baker Tilly Virchow Krause LLP as the Company’s independent auditors for the year ending December 31, 2017. A copy of the Company’s press release dated May 24, 2017 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
| Exhibit | Description |
| 99.1 | Company officers’ slide show presentation at the Annual Meeting of Shareholders May 23, 2017 |
| 99.2 | Company press release dated May 24, 2017. |
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 | |
| Vice President, Treasurer and | |
| Chief Financial Officer |
Dated: May 24, 2017
Annual Meeting of Shareholders May 23, 2017
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.
“Our employees continued to deliver for our customers and shareholders in 2016 through a number of operational improvements, enhanced service quality, a heightened focus on our asset management program and customer growth.” LOOKING BACK AT 2016
Whoa! That’s a big number, aren’t you proud? 2017 MILESTONE: OUR 120 th YEAR
OUR SUITE OF SERVICES Public Private Partnerships Renewable Energy Military Base Water Systems Contract Operations Industrial Applications Regulated Utility Ownership
America’s Infrastructure Scores a D+ ASCE 2017 INFRASTRUCTUREREPORT CARD New Jersey DelawareNew Jersey Pennsylvania C D AMERICAN SOCIETY OF CIVIL ENGINEERS D-D Unavailable
FINANCIAL HIGHLIGHTS
NET INCOME ($Millions) 14.4 16.6 18.5 20 22.7 0 5 10 15 20 25 2012 2013 2014 2015 2016
EARNINGS PER SHARE $0.90 $1.03 $1.13 $1.22 $1.38 $0.00 $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 $1.60 2012 2013 2014 2015 2016
REVENUES ($Millions) $110.00 $115.00 $117.10 $126.00 $132.90 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 2012 2013 2014 2015 2016
OPERATING REVENUES 88% 12% Regulated Non Regulated Regulated Business: Water & wastewater customers in NJ, DE, and PA. Non-Regulated Contract Services: Operation & maintenance of water/wastewater systems in NJ, and DE.
SOURCES OF REVENUE (2016) 48.30% 17.50% 9.80% 11.70% 11.00% 2.70% Residential Comm/Ind Fire Protection Contract Sales Contract Ops Other
SOURCES OF REVENUE (1991) 38.90% 31.20% 12.60% 17.00% 0.20% Residential Comm/Ind Fire Protection Contract Sales Other
FIRST QUARTER 2017 RESULTS 2017 2016 Operating Revenues $30.1 $30.6 O & M Expenses $15.7 $15.8 Net income $4.4 $ 4.8 Diluted Earnings per Share $0.27 $0.29
RATE ACTIVITY Effective Revenues Tidewater DSIC Jan. 2017 $0.3M Pinelands Water May 2016/17 $0.4M Pinelands WW May 2016 $0.1M Twin Lakes June 2016 $0.1M 15
$223 Million Estimated capital expenditures for years 2017-2019. CONSTRUCTION PROGRAM
CAPITAL EXPENDITURES (Millions) 2017 2018 2019 Distribution Network $39 $50 $46 Production System 12 32 21 IT Systems 4 1 1 Other 5 6 6 Total $60 $89 $74
UTILITY PLANT (Millions) $385 $421 $472 $546 $610 $222 $233 $242 $257 $267 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 2015 2016 2017 2018 2019 Delaware New Jersey 18
FUNDING Capital ▪ Cash Flow from Operations ▪ Dividend Reinvestment Plan Proceeds ▪ Short-term Lines of Credit ▪ Long-term Debt ▪ Common Stock Offering
2017 LONG-TERM DEBT Qualified Projects Financed Under State Revolving Loan Programs Interest Rates Below Market 30 Year Final Maturity 2017 –New Jersey (3 Projects) Loan, $14.0 Million, Estimated @1.5%
DIVIDEND PAYOUT RATIO 83% 73% 68% 64% 0.00% 0.10% 0.20% 0.30% 0.40% 0.50% 0.60% 0.70% 0.80% 0.90% 2012 2013 2014 2015 2016 59%
DIVIDENDS $0.74 $0.75 $0.76 $0.77 $0.80 $0.84 $0.68 $0.70 $0.72 $0.74 $0.76 $0.78 $0.80 $0.82 $0.84 $0.86 2012 2013 2014 2015 2016 2017 ▪ Cash dividends paid since 1912 ▪ 44 consecutive years of annual dividend rate increases
Whoa! That’s a big number, aren’t you proud? OPERATIONS HIGHLIGHTS
October 2016 NJDEP Issues Drought Warning April 2017 NJDEP Lifts Drought Warning DROUGHT WARNING LIFTED
Whoa! That’s a big number, aren’t you proud? RECENT TECHNICAL INNOVATION REPAIRING A LEAKING MAIN UNDERNEATH BUSY HIGHWAY
Carbon Fiber Pipeline Repair UPGRADE OF 385 LINEAL FEET 30-inch wide pipeline Crews manually install the Carbon Fiber
Crews working inside the main.
BETTER RELIABILITY & RESILIENCY Middlesex Water Company is focused on upgrading water and wastewater infrastructure for current and future generations of customers.
WESTERN TRANSMISSION MAIN 4.6 Mile Transmission Pipeline Provides Critical Reliability
RENEW 2016 ▪ $12.0 Million Project ▪ 8 Miles of Main ▪ Township of Edison and City of South Amboy Sample Customer Notice
2017 ▪$10.0 Million Project ▪27,000 Feet of Mains ▪Borough of South Plainfield IMPROVING FIREFLOWS & SERVICE QUALITY
METER RELOCATION PROJECT
ELEVATED STORAGE NEEDS Sites are being evaluated for three large water storage tanksto maintain adequate supply and enhanced fire protection during: xPeaks xDroughts xEmergencies Post Hurricane Sandy Action Item
Whoa! That’s a big number, aren’t you proud? CONVERSION TO OZONE TREATMENT ▪ Compliance with Anticipated Regulatory Requirements ▪ Prevents formation of THMs Renderings of Proposed Ozone Facility
Station Booster UPGRADES AT TINGLEY LANE WELLFIELD ▪ Being upgraded to match current demands ▪ Helps ensure emergency back-up power
Estimated capital expenditures for years 2017-2019. FIELD SAFETY TRAINING MWC conducts frequent training including Cybersecurity Awareness Training
TANK REHABILITATION PROGRAM -DE 200,000 gallon Elevated Tank Serving the WoodfieldCommunity in Kent County
CAPITAL PROJECTS -DELAWARE
Whoa! That’s a big number, aren’t you proud? GROWTH
▪ 5 Year Operations and Maintenance Contract ▪ Assisting Lewes, DE Board of Public Works ▪ Will provide 24/7 operations and assist with capital planning and quality control WHITE MARSH WINS 5 YEAR O & M CONTRACT
Whoa! That’s a big number, aren’t you proud? LEWES WATER RECLAMATION FACILITY
DELAWARE CUSTOMER GROWTH 3,000 10,100 21,300 38,000 44,180 50,000 61,000 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 1992 1997 2002 2007 2012 2016 Build Out
Online E-billing lets customers receive and pay bills electronically from their desktop, tablet or smart phone x Flexibility x Convenience x 24/7 Access
EMERGENCY HOME REPAIR SERVICES ▪ Water Line ▪ Sewer/Septic Line ▪ Interior Plumbing/Drainage ▪ Water Heater ▪ Combined Water/Sewer Line ▪ Heating System ▪ Cooling System 48,000 Contracts in Place 30,000 Customers
SUPPORTING OUR COMMUNITIES Employees volunteered at Ronald McDonald House in Wilmington, DE.
EDUCATING THE PUBLIC
HONORS Leadership DE Young Professionals DE Operators of the Year General Counsel of the Year Finalist Delaware Top Workplaces –7 th Time Water/WW Professionals Team Award NYSE Governance Services Leadership Awards Finalist Rotary Honors Spotlight Award Top Ops Competition DTCC Scholarship
SALUTING OUR RETIREES Water utilities face aging workforce challenges and are focused on recruiting, attracting and training a new generation of workers. Collectively 155+ years of Service Robert Capano Richard Cox Frank Falco Thomas Herholdt
This presentation will be available on our Investor Relations Site at www.middlesexwater.com QUESTIONS? Thank you for your ongoing support!
Middlesex Water Company
ANNOUNCES ANNUAL MEETING RESULTS
ISELIN, NJ, (May 24, 2017) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting on May 23, 2017 at which shareholders re-elected director John R. Middleton, M.D., to a one-year term and directors James F. Cosgrove Jr., P. E. and Jeffries Shein each to three-year terms. Shareholders also approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, approved a one-year frequency for the non-binding vote approving named executive officer compensation and voted to ratify the Audit Committee’s selection of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
During the meeting, officers discussed the company’s 2016 financial results, customer growth, as well as operational plans under its Water for Tomorrow® capital campaign in New Jersey. Planned projects include construction of a large supplementary transmission main, conversion to ozone treatment, water meter relocations, booster station upgrades, additional elevated storage needs – all designed to enhance service reliability, resiliency and water quality both now and in the future. Management’s presentation at the Annual Meeting of Shareholders is available in the Investor Relations section of the company’s website www.middlesexwater.com under News & Market Data/Presentations and Interviews.
About Middlesex Water Company
Organized in 1897, Middlesex Water provides regulated and unregulated water and wastewater utility services in New Jersey, Delaware and Pennsylvania through various subsidiary companies. For additional information regarding Middlesex Water Company, visit the Company's Web site at www.middlesexwater.com or call (732) 634-1500.
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