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 20, 2015
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 0-422 | 22-1114430 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer 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:
¨ 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 5.07. | Submission of Matters to a Vote of Security Holders |
Middlesex Water Company held its Annual Meeting of Shareholders on Tuesday, May 19, 2015. The following director was re-elected to the board to serve a term of office of three years: Dennis W. Doll. The certified results of the matters voted upon at the meeting, which are more fully described in our Company’s April 7, 2015 proxy statement, are as follows:
Description of Matters Submitted
Proposal No. 1
| Election of Directors | For | Against | Withheld |
| Dennis W. Doll | 8,170,658 | 0 | 380,117 |
Description of Matters Submitted
Proposal No. 2
Ratification of 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, 2015
| For | Against | Abstain |
| 13,503,104 | 79,728 | 117,931 |
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 |
| 7,695,679 | 720,145 | 134,951 |
| Item 8.01 | Other Events |
On May 19, 2015, Middlesex Water Company held its 2015 Annual Meeting of Shareholders at its company headquarters in Iselin, New Jersey. Announcement of voting results at which shareholders elected a slate of one director, ratified the Audit Committee’s appointment of Baker Tilly Virchow Krause LLP as the independent registered public accounting firm for 2015 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 20, 2015, 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 Baker Tilly Virchow Krause LLP as the Company’s independent auditors for the year ending December 31, 2015, and approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers. A copy of the Company’s press release dated May 20, 2015 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 19, 2015 |
| 99.2 | Company press release dated May 20, 2015 |
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 20, 2015
Exhibit 99.1
Exhibit 99.2
MIDDLESEX WATER COMPANY
HOLDS ANNUAL MEETING
ISELIN, NJ, (May 20, 2015) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting on May 19, 2015 at which shareholders re-elected Dennis W. Doll to a three-year term as a director. Shareholders also ratified 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, 2015, and approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers.
During the meeting, officers discussed 2014 financial results as well as operational performance focusing on asset management, physical and cybersecurity planning and resiliency. Chairman Dennis Doll also described the Company’s strategy in leveraging its core utility expertise in pursuing additional opportunities in contract operations, military base acquisitions, industrial applications and renewable energy. In addition, Mr. Doll formally acknowledged director John C. Cutting who retired effective with the Annual Meeting after 18 years of service to the Middlesex Board of Directors.
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
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