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
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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).
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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 25, 2021 via virtual audio webcast. Shareholders voted to re-elect continuing directors Dennis W. Doll, Kim C. Hanemann and Ann L. Noble (Class I), to serve a term of office of three years; and Joshua Bershad, M.D. (Class III), to serve the remaining two years of a three-year term. 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, (2021 Proxy Statement) which was filed with the Securities and Exchange Commission on April 12, 2021 and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect four nominees to the Board – Directors Dennis W. Doll, Kim C. Hanemann and Ann L. Noble (Class I) whose terms would expire at the 2024 Annual Meeting of Shareholders and Director Joshua Bershad, M.D. (Class III) whose term would expire at the 2023 Annual Meeting of Shareholders. The directors were elected and received the following votes: |
| Director | For | Withheld | Broker Non-Votes |
| Joshua Bershad, M.D. | 12,002,581 | 100,090 | 2,971,363 |
| Dennis W. Doll | 11,734,364 | 368,307 | 2,971,363 |
| Kim C. Hanemann | 10,939,859 | 1,162,812 | 2,971,363 |
| Ann L. Noble | 11,316,599 | 786,072 | 2,971,363 |
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 2021 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Vote |
| 11,535,743 | 483,906 | 83,022 | 2,971,363 |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to ratify the appointment by the Audit Committee of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. |
| For | Against | Abstain | Broker Non-Vote |
| 14,987,811 | 41,497 | 44,726 | 0 |
Item 8.01 Other Events
2021 Annual Meeting of Shareholders
On May 25, 2021, Middlesex Water Company held its 2021 Annual Meeting of Shareholders virtually and exclusively online via audio webcast. Announcement of voting results at which shareholders elected three Class I Directors and 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 US, LLP as the independent registered public accounting firm for 2021 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 27, 2021, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 25, 2021. A copy of the Company’s press release dated May 27, 2021 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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 27, 2021
EXHIBIT 99.1
Annual Meeting of Shareholders May 25, 2021 Dennis W. Doll Chairman, President and CEO
Additional MSEX Meeting Speaker Participants A. Bruce O’Connor Sr. Vice President, Treasurer and Chief Financial Officer Jay Kooper Vice President, General Counsel and Secretary
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. 3
Emergency Management/Business Continuity COMPANY COVID - 19 RESPONSE x Focused on Protecting Employee and Customer Health and Safety x Extensive Safety Measures implemented x Frequent Board/Management Updates x Seamless transition to remote work status for “non - essential” workers x Suspension of customer service shutoffs for non - payment x Continued critical construction while adhering to safety protocols x Supported community COVID relief efforts x Our role is critical to public health 4
Operations Highlights Western Transmission Main x Project Completed □ $52 Million investment □ 4.5 Mile Supplementary transmission main in New Jersey □ Placed in service in April 2020 5
Operations Highlights CJO Plant Upgrade ▪ Approx. $72 M project ▪ New Ozone Treatment, Electrical Upgrades & More ▪ Expected online Q2 2021 6
Operations Highlights RENEW □ $14 Million investment in Township of Edison, Borough of Metuchen and City of South Amboy (all in NJ) □ Service lines, valves and fire hydrants also being upgraded □ Work will improve fire flows and overall service quality □ Installing exterior meter pits RENEW Marked its 25 th year in 2020! $10.2 Million Investment Announced for RENEW 2021 in Metuchen, NJ 7
2020 Business Highlights Continued Focus on… x Employee Safety x Employee Development & Training x Succession Planning for Key Roles x Diversity, Equity & Inclusion x Risk Management (ESG Risk & Disclosure) x Cyber Security x Culture & Connectivity 8
Other 2020 News Joshua Bershad , M.D. joined the MWC Board in December. MWC Named to the Top Workplaces List. MWC earned a Prime Designation for its ESG Efforts Tidewater Utilities honored by DE State Chamber of Commerce. Walter G. Reinhard Named Lead Director in May. 10 MSEX awarded 10 year water & wastewater operations contract 9
2020 Financial Highlights High Low • Revenues……………………….. $141.6M • Net Income………………..….. $ 38.4M • Earnings Per Share………… $ 2.18 New Highs 10
First Quarter Results (In Millions) $0.49 Operating Revenues O & M Expenses Net Income Earnings Per Share 2021 2020 $31.8 $25.2 $7.7 $0.44 $32.5 $26.9 $6.9 $0.39 11
Revenue 9% 91% Non Regulated Regulated Regulated 12 New Jersey $86.6 Million Delaware $42.5 Million
Fire 10% Contract 12 % C&I 19% Residential 59% New Jersey $38.5 Million Delaware $38.0 Million Revenue - Regulated By Class Residential 13
Net I ncome 6% 94% Non Regulated Regulated New Jersey $23 Million Delaware $13 Million Regulated 14
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 2018 2019 2020 2021E 2022E 2023E Future Customers - DE 15 +4% +6% +4% +4% +5% +5%
Utility Plant – DE (Millions) +$14 +$20 +$19 +$23 +$30 +$18 $0 $50 $100 $150 $200 $250 $300 $350 $400 2018 2019 2020 2021E 2022E 2023E 16
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 2018 2019 2020 2021E 2022E 2023E + 136 Customers - NJ 17 +16 +60 +110 +110 +110
Utility Plant – NJ (Millions) +$58 +$79 +$98 +$101 +$80 +$68 $0 $100 $200 $300 $400 $500 $600 $700 $800 $900 $1,000 2018 2019 2020 2021E 2022E 2023E 18
Middlesex Base Rate Increase +$267 Million - Utility Plant Since 2017 Filing Date: May 20, 2021 Increase Components: Utility Plant Related $18.7M Depreciation $ 6.9M Operating Expenses $ 3.0M Taxes $ 2.7M $31.3M 19
Capital Project Funding ▪ Remaining proceeds 2019 NJEDA Loan - $6.0 Million ▪ Up to a $40.0 Million private placement ▪ $20.0 Million CoBank Loan ▪ Lines of Credit ▪ Common Stock Reinvestment Plan 20
Consolidated Capital Structure ($ In Millions) Actual Forecast 3/31/2021 % 12/31/2021 % Debt $293 45.5% $350 48.8% Equity 351 54.5% 367 51.2% TOTAL $644 100% $717 100% 21
Time Allotted for Shareholder Questions 22
Thank You for Participating in Our 2021 Annual Meeting of Shareholders For more information, please visit the Investors tab at www.middlesexwater.com 23
Exhibit 99.2
Middlesex Water Company HOSTS
ANNUAL MEETING of Shareholders
ISELIN, NJ, (May 27, 2021) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting of Shareholders exclusively online on May 25, 2021 at which shareholders re-elected Dennis W. Doll, Kim C. Hanemann and Ann L. Noble to a three-year term and Joshua Bershad, M.D. to a two-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 US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
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 2020 and First Quarter 2021 financial results, ongoing investment in major infrastructure capital projects and project funding.
An audio webcast of the Middlesex Water Annual Meeting of Shareholders will be archived for one year at www.virtualshareholdermeeting.com/MSEX2021.
About Middlesex Water Company
Established in 1897, Middlesex Water Company (NASDAQ:MSEX) serves as a trusted provider offering life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes. The Company offers a full range of water, wastewater utility and related services. An investor-owned public utility, Middlesex Water is a professional services provider specializing in municipal and industrial contract operations and water and wastewater system technical operations and maintenance. The company and its subsidiaries form the Middlesex Water family of companies, which collectively serve a population of nearly half a million people in New Jersey and Delaware. Named a 2020 Top Workplace in New Jersey and a 2020 Superstar in Business in Delaware, Middlesex is diligently focused on meeting and balancing the needs of our employees, customers, and shareholders. We invest in our people, our infrastructure and the communities we serve to support reliable and resilient utility services, economic growth and quality of life. To learn more, visit our website and follow us on Facebook, Twitter and Linked In.
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