UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(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 |
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. 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 19, 2020 via virtual audio webcast. Shareholders voted to re-elect continuing director James F. Cosgrove, Jr. (Class III), to 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, (2020 Proxy Statement) which was filed with the Securities and Exchange Commission on April 6, 2020 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect one nominee to the Board – Director James F. Cosgrove, Jr. serving a term that expires at the 2023 Annual Meeting of Shareholders. Mr. Cosgrove was elected and received the following votes: |
| Director | For | Withheld | Broker Non-Votes |
| James F. Cosgrove, Jr. | 11,068,916 | 566,830 | 3,672,330 |
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 2020Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote |
| 11,004,804 | 546,809 | 84,133 | 3,672,330 |
Proposal No. 3
Description of Matters Submitted
| 3) | 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, 2020. |
| For | Against | Abstain | Broker Non-Vote |
| 15,145,205 | 110,420 | 52,451 | 0 |
Item 8.01 Other Events
2020 Annual Meeting of Shareholders
On May 19, 2020, Middlesex Water Company held its 2020 Annual Meeting of Shareholders virtually and exclusively online via audio webcast. Announcement of voting results at which shareholders elected one Class III Director; approved, by a non-binding advisory vote, the 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 2020 is described above.
Management’s presentation at the Annual Meeting of Shareholders will be available in the Investors section of the company’s website www.middlesexwater.com under News & Events/Presentations. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 21, 2020, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 19, 2020. A copy of the Company’s press release dated May 21, 2020 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description of Document |
| 99.1 | Company officers’ slide show presentation at the Annual Meeting of Shareholders held May 19, 2020 |
| 99.2 | Company press release announcing Annual Meeting voting results dated May 21, 2020. |
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 | ||
| Sr. Vice President, Treasurer and | ||
| Chief Financial Officer | ||
Dated: May 21, 2020
EXHIBIT 99.1
Welcome to Our Annual Meeting of Shareholder s May 19, 2020 Dennis W. Doll Chairman, President and CEO
x Activated emergency and business continuity plans x Closed walk - in payment center and suspended service shutoffs for non - payment x Observed CDC guidelines to keep employees and customers safe x Reprioritized construction projects to focus on those with least customer impact COVID - 19 RESPONSE COVID - 19 demonstrated the importance of essential water and wastewater service in the protection of public health . We thank our professionals who continue to keep these vital services flowing. 2
Annual Meeting of Shareholder s May 19, 2020 Dennis W. Doll Chairman, President and CEO
OPERATIONS HIGHLIGHTS 4
ESSENTIAL PROJECTS 5
WESTERN TRANSMISSION MAIN x Completed construction of the Western Transmission Main, a 4.5 mile supplemental 42” diameter transmission main through two large municipalities x Main was placed into service in March 2020 x Financed through the New Jersey Infrastructure Bank 6
CJO PLANT UPGRADE x Largest water treatment plant in New Jersey to include ozone treatment and other enhancements x Ensure compliance with increasingly stringent regulations x Financed through NJEDA x Anticipated completion by mid - 2021 7
RENEW 2020 x $6.7 Million investment in Township of Edison, NJ to replace 14,000 linear feet of main x $4.5 Million investment in City of South Amboy to replace 10,200 linear feet of main x Service lines, valves and fire hydrants also being upgraded x Work will improve fire flows and overall service quality x Installing exterior meter pits RENEW 2019 $10 Million investment in Borough of Carteret , NJ to upgrade 4 miles of main. 8
UTILITY PLANT (Millions) $461 $519 $598 $696 $785 $831 $243 $257 $277 $298 $323 $335 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 2017 2018 2019 2020 2021 2022 New Jersey Delaware 9
CAPITAL PROJECT FUNDING COMMON EQUITY 2019 ▪ 5% Discount – Reinvestment Plan - $12.7 Million ▪ November Public Offering $43.8 Million FIRST MORTGAGE BONDS 2019 ▪ NJEDA - $60.0 Million 2020 ▪ Up to $40.0 Million (Net) 2021 ▪ Up to $40.0 Million (Net) 10
CONSOLIDATED CAPITAL STRUCTURE Actual Debt Forecast Debt Forecast 3/31/2020 % 12/31/2020 % Beyond 2020 % Debt $275 45.5% $297 46.6% $340 40.3% Equity 329 54.5% 340 53.4% 350 50.7% TOTAL $604 100% $637 100% $690 100% 11
Company Effective Date Annual Revenues Middlesex (PWAC) April 4, 2020 $0.6 Million Tidewater (DSIC) January 1, 2020 $0.5 Million Pinelands November 4, 2019 $0.5 Million RECENT RATE ACTIVITY 12
FIRST QUARTER 2020 RESULTS (In Millions) 2020 $31.8 $25.2 $7.7 $0.44 2019 $30.7 $ 23.7 $ 6.6 $0.39 Operating Revenues O & M Expenses Net Income Diluted Earnings Per Share 13
Other News ▪ Issued Middlesex 2018 - 2019 Corporate Sustainability Report ▪ New Lead Director, Walter G. Reinhard Richard M. Risoldi , COO retired after 29 years. Jeffries Shein , retired after 30 years of board service including 10 as Lead Director. 14
Time Allotted for Shareholder Questions 15
Thank You for participating. For more information visit the Investors tab at www.middlesexwater.com Dennis W. Doll Chairman, President and CEO
Exhibit 99.2
Middlesex Water Company HOSTS
ANNUAL MEETING of Shareholders
ISELIN, NJ, (May 21, 2020) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting of Shareholders exclusively online on May 19, 2020 at which shareholders re-elected James F. Cosgrove, Jr. to a three-year term on the Company’s Board of Directors. Shareholders also approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers and 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, 2020.
During the meeting, officers discussed the Company’s essential role as a service provider critical to public health protection in the COVID-19 pandemic response, its 2019 and First Quarter 2020 financial results, ongoing investment in major infrastructure capital projects and project funding. In his remarks, Chairman, CEO and President Dennis W. Doll thanked retiring Lead Director Jeffries Shein for his three decades of service to the Board and welcomed Walter G. Reinhard to the Lead Director role.
An audio webcast of the Middlesex Water Annual Meeting of Shareholders will be archived for one year at www.virtualshareholdermeeting.com/MSEX2020.
About Middlesex Water Company
Organized in 1897, Middlesex Water provides regulated and unregulated water and wastewater utility services primarily in New Jersey and Delaware through various subsidiary companies. For additional information regarding Middlesex Water Company, visit the Company's Web site at. Middlesex Water Company 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