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 23, 2012
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 (17 CFR 240.13e-4(c))
| Item. 5.07. | Submission of Matters to a Vote of Security Holders |
Middlesex Water Company held its Annual Meeting of Shareholders on Tuesday, May 22, 2012. The following directors were re-elected to the board: John C. Cutting, Retired, formerly Senior Engineer, Science Applications International Corporation, specialists in information, energy and military systems, Pittsburgh, PA and Dennis W. Doll, Chairman, President and CEO of Middlesex Water Company, since May 2010. Each of these directors will serve a term of office of three years. The certified results of the matters voted upon at the meeting, which are more fully described in our Company’s April 12, 2012 proxy statement, are as follows:
Description of Matters Submitted
| Proposal No. 1 | |||
| Election of Directors | For | Withheld | Broker Non-Votes |
| John C. Cutting | 8,361,030 | 363,270 | 5,116,749 |
| Dennis W. Doll | 8,370,055 | 354,245 | 5,116,749 |
Proposal No. 2
Ratification of the appointment by the Audit Committee of Parente Beard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
| For | Withheld | Abstain | |
| 13,699,429 | 88,853 | 52,767 |
Description of Matters Submitted
Proposal No. 3
To approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes | |
| 7,864,252 | 558,923 | 301,125 | 5,116,749 |
| Item 8.01 | Other Events |
On May 22, 2012, Middlesex Water Company held its 2012 Annual Meeting of Shareholders at its company headquarters in Iselin, New Jersey. Announcement of voting results at which shareholders elected a slate of two directors, ratified the Audit Committee’s appointment of Parente Beard LLC as the independent registered public accounting firm for 2012 and approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers, is described above.
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. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
News Release
On May 23, 2012, the Company issued a press release describing the voting results of shareholders at the annual meeting, the election of directors, the ratification by shareholders of the appointment of Parente Beard LLC as the Company’s independent auditors for the year ending December 31, 2012. A copy of the Company’s press release dated May 23, 2012 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 99.1 | Company officers’ slide show presentation at the Annual Meeting of Shareholders May 22, 2012 |
| 99.2 | Company press release dated May 23, 2012 |
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/Kenneth J. Quinn | |
| Kenneth J. Quinn | |
| Vice President, General Counsel, | |
| Secretary and Treasurer |
Dated: May 23, 2012
2
2012 Annual Meeting of Shareholders May 22, 2012 J. Richard Tompkins Center Celebrating 115 Years!
Forward Looking Statement Certain matters discussed in this presentation are forward - looking statements intended to qualify for the “safe harbor” from liability established by the Private Securities Litigation Reform Act of 1995. These forward - looking statements can generally be identified as such because the context of the statement will include words such as the Company “believes,” “anticipates,” “expects” or words of similar import. Similarly, statements that describe the Company’s future plans, objectives, estimates or goals are also forward - looking statements that are subject to the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements .
2007 2008 2009 2010 2011 $0.87 $0.89 $0.72 $0.96 $0.84
2007 2008 2009 2010 2011 86.1 91 91.2 102.7 102.1
Operating Revenues $102.1 $102.7 Operating Expenses $ 77.9 $ 76.1 Net Income $ 13.4 $ 14.3 Diluted Earnings per Share $ 0.84 $ 0.96 Year Ended December 31, 2011 2010
Weather - related consumption decline Lower demand from contract and residential customers Lower connection fees related to a stalled DE housing market
Water Use Trends (Low flow appliances) Rate Cycles Ending in NJ and DE Operations and Maintenance Costs
Operating Revenues $23.5 $24.0 Operating Expenses $19.7 $19.2 Net Income $ 1.8 $ 2.6 Diluted Earnings per Share $ 0.11 $ 0.17 First Quarter Ended March 31, 2012 2011
• $0.1 Million Reached in December • $0.8 Million Rate Request filed in July • $6.9 Million Rate Request Filed in September • $0.4 Million PWAC Approved in August MWC TUI TLU TESI
• Settlement decision approved in March 2012 • Decision Expected in mid - 2012 • Decision Expected in mid - 2012 • $11.3 Million Rate Request filed in January MWC TUI TLU TESI
33.9 44.7 58.4 82.7 96.3 118.3 133.7 150.2 158.5 166.9 182.5 205.8 214.2 220.7 235.6 243.4 252.2 264.8 279.9 295 316.5 332.1 0 100 200 300 400 500 600 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 New Jersey Delaware
$8.9 $5.1 $4.0 $2.6 $1.2 Total - $21.8 Million
$1.2 $1.6 $3.5 $5.0 $ 10.5 Total Funding - $21.8
90% 10% 0% 0% Regulated Business Non - Regulated Contract Services
18,000 20,000 20,000 23,000 24,000 27,000 31,000 35,000 39,000 39,000 40,000 48,000 78,000 82,000 86,000 87,000 89,000 92,000 94,000 98,000 99,000 100,000 100,000 103,000 0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Non - Regulated Regulated Customers
2011 2010 2009 2008 2007 $0.74 $0.73 $0.72 $0.71 $0.70 Q uarterly dividends paid since 1912 Increased dividends for 39 consecutive years Current Dividend Yield: 4.1%
$0.25 $0.35 $0.45 $0.55 $0.65 $0.75 83 85 87 89 91 93 95 97 99 01 03 05 07 09 11
▪ $23 Million invested in Capital Projects in 2011 ▪ Upgrades to treatment plants and distribution systems in DE ▪ RENEW Program in NJ
Major Pipeline Infrastructure Upgrades
• Year 16 of a 25 - Year Upgrade Program • $3.3 million investment to replace water mains, valves and fire hydrants • 37,000 feet of 6 - , 8 and 10 - inch main in the Township of Edison, NJ • Project funding by New Jersey Environmental Infrastructure Trust
ERP AP Mobile Time & Labor CC & B Financials Human Resources Inventory Procurement Asset Mgmt. GIS Business processes across departments are integrated into a single system Helps Reduce Operating Costs, Facilitates Day - to - Day Management, Supports Planning
Integration of all modules required extensive employee training Over the 4 - year implementation of all modules, every employee involved in the project continued to perform their current job responsibilities Last core module went live May 21 next week
Knowing the location of our crews enables field personnel to respond to customer inquiries in a more timely and efficient manner
Visibility into Fleet Locations Technology allows real - time access to system - wide water main, valve and hydrant data via user - friendly maps
Dispatching has transparency across state lines
Expanded Service Area Stronger Infrastructure Greater Efficiency Better Trained Workforce Complementary Business Line More Strategic Partnerships Expanded Communication Toolkit Optional Repair Plan Offerings Strong Corporate Citizenship
Ownership/Operation of Assets Public/Private Partnerships
2000 7000 12000 17000 22000 27000 Apr - 11 May - 11 Jun - 11 Jul - 11 Aug - 11 Sep - 11 Oct - 11 Nov - 11 Dec - 11 Jan - 12 Feb - 12 Mar - 12 Apr - 12 Total Active Contracts Total Active Households 10 - Year Marketing Agreement with Home Serve USA, a leading provider of home maintenance service programs, to grow our LineCare Customer base ▪ Options for customers include water service line, sewer line and interior plumbing and draining ▪ USA receives a service fee for billing, cash collection and other administrative matters
Ongoing Maintenance
TESI Adds Wastewater Facility ▪ TESI’s seventh wastewater treatment facility ▪ Serves a 75 - lot development in Lewes, DE Serving The Ridings Community
Wandendale Update
There’s no such thing as waste water! Water Energy Nutrients Metals
MSEX and Natural Systems Utilities formed a joint venture 20 - year public private partnership with the Village of Ridgewood, New Jersey Ridgewood Green will d esign, build, own and operate facilities to optimize production of electricity at Ridgewood’s municipal wastewater treatment plant Facility operation expected to begin Q4 2012
Conversion of biogas to electricity via anaerobic digestion Installation of solar arrays to produce additional electricity Addition of ultraviolet light for wastewater disinfection Approach to Treatment Process Optimization
Skills Development Training for Supervisory/Management Staff □ Setting the Stage for Excellent Performance □ Communicating for Results □ Building Effective Work Relationships □ Coaching for Optimal Performance □ Building a Positive Work Environment □ Developing Employee Skills and Work Habits □ Managing Priorities, Time and Projects □ Solving Problems on the Front Line □ Resolving Conflicts □ Understanding workplace legalities
Honors and Awards
Serving Our Communities
Communicating The Value of Water
Executive Leadership Changes James Garrett Retired in March 2012 Lorrie Ginegaw Named Vice President – Human Resources
Our Values: Integrity A Strong Customer Focus Continual Improvement Teamwork Social Responsibility A Results - Driven Work Ethic
2012 Annual Meeting of Shareholders Thank you for your continued interest and support! Celebrating 115 Years!
Middlesex Water Company HOLDS Annual meeting
ISELIN, NJ, (May 23, 2012) “Greater efficiencies, stronger infrastructure, more strategic partnerships and a better trained workforce were just a few of the ways Middlesex Water delivered for its customers, communities and shareholders in 2011,” said Dennis W. Doll, Chairman, President and CEO, at the Company’s Annual Meeting of Shareholders held Tuesday, May 22, 2012 at its corporate headquarters. Middlesex Water Company (NASDAQ:MSEX), is a provider of water and wastewater and related services, in New Jersey, Delaware and Pennsylvania.
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.
At the meeting, shareholders of the Company elected Directors John C. Cutting and Dennis Doll, ratified the Audit Committee’s selection of Parente Beard LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 and approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
About Middlesex Water Company
Middlesex Water Company, organized in 1897, is an investor-owned water utility, serving customers in central and southern New Jersey and in the State of Delaware.
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.
Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
1500 Ronson Road
Iselin, New Jersey 08830
(732) 638-7549
www.middlesexwater.com