UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 21, 2024, via virtual audio webcast. Shareholders voted to re-elect directors Kim C. Hanemann and Ann L. Noble and elect Nadine Leslie (Class I Directors) each to serve a term of office of three years and Dennis W. Doll (Class II Director) to serve a term of one year. 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, (2024 Proxy Statement) which was filed with the Securities and Exchange Commission on April 11, 2024, and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect three nominees to the Board – Directors Kim C. Hanemann, Nadine Leslie and Ann L. Noble (Class I Directors), to a three-year term and one director – Chairman Dennis W. Doll (Class II Director), to a one-year term. The directors were elected and received the following votes: |
| Director (Class I) | For | Withheld | Broker Non-Votes | |||||||||
| Kim C. Hanemann | 10,043,075 | 2,924,292 | 2,681,769 | |||||||||
| Nadine Leslie | 12,637,342 | 330,025 | 2,681,769 | |||||||||
| Ann L. Noble | 11,564,323 | 1,403,044 | 2,681,769 | |||||||||
| Director (Class II) | ||||||||||||
| Dennis W. Doll | 10,925,962 | 2,041,405 | 2,681,769 | |||||||||
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 2024 Proxy Statement. The proposal was approved and received the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 9,111,623 | 3,764,447 | 91,297 | 2,681,769 |
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, 2024. |
| For | Against | Abstain | Broker Non-Votes | |||
| 15,424,333 | 175,510 | 49,293 | 0 |
Item 8.01 Other Events
2024 Annual Meeting of Shareholders
On May 21, 2024, Middlesex Water Company held its 2024 Annual Meeting of Shareholders virtually online via audio webcast. Announcement of voting results at which shareholders elected three Class I Directors and one Class II 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 2024, as 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 Financials/Annual Meeting and also at www.virtualshareholdermeeting.com/MSEX2024 The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 22, 2024, the Company issued a press release describing the voting results of shareholders at the Annual Meeting held May 21, 2024. A copy of the Company’s press release dated May 22, 2024, is filed here with as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description of Document |
| 99.1 | Management presentation at the Annual Meeting of Shareholders held May 21, 2024 |
| 99.2 | Company press release announcing Annual Meeting voting results dated May 22, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 22, 2024
Exhibit 99.1
| ANNUAL MEETING OF SHAREHOLDERS NASDAQ:MSEX MAY 21, 2024 |
| Dennis W. Doll Chairman of the Board Nadine Leslie President & CEO A. Bruce O’Connor Sr. Vice President, Treasurer & CFO Our Speakers Jay L. Kooper Vice President, General Counsel & Secretary Robert J. Capko Principal Accounting Officer 2 2 |
| 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 3 |
| Company Snapshot MSEX operates regulated water and wastewater operations in New Jersey and Delaware. It also operates water and wastewater systems under contract for municipalities and private clients. • Established: 1897 • Market Capitalization: $1.0B • Diluted EPS: $2.02 TTM • Average Trading Volume: 177,358 • Dividend Yield: 2.25% • 52 Week Range: $45.42 – $84.38 (As of 5/10/24) Our Formula for Building Shareholder Value • Provide high quality and cost-effective utility services to customers • Upgrade and replace utility infrastructure to build system resiliency and meet compliance requirements • Finance the capital program • Receive timely and adequate rate recovery • Selective and profitable growth MWC has paid cash dividends in varying amounts continually since 1912 and has increased its annual dividend for 51 consecutive years. 4 |
| • March 2024 - Nadine Leslie became President and CEO and named to the Middlesex Board of Directors. Dennis Doll retired February 2024. Doll remains Chairman of the Board through the expiration of his term. • December 2023 – Bruce Patrick, P.E. Named President of Tidewater Utilities, Inc. • July 2023 – Park Avenue Plant to treat PFOA fully completed and in service treating groundwater in compliance with all current and proposed state/federal drinking water standards. • April 2023 – Middlesex announces >$10 million initiative to upgrade drinking water infrastructure in Carteret and Port Reading, NJ. • April 2023 – Robert J. Capko named Principal Accounting Officer. • 2023 Total CAPEX Investments - $90.2M Looking Back - Key Highlights 5 |
| Treatment Plant and Infrastructure Upgrades Replacement of main motor control center and electrical distribution equipment at the Company’s largest surface water treatment plant Treatment upgrades including chemical feed improvements, residual removal equipment, pumps, surge mitigation at the Park Avenue Plant to remediate certain poly- and perfluoroalkyl substances, collectively referred to as PFAS Construction of elevated tanks; installation of emergency generators at several Tidewater facilities in DE 6 |
| Distribution System Improvements $10.2M investment Replacement of 17,200 linear feet of cast iron main in Carteret and Port Reading, NJ in 2023 Installation of exterior below ground meter pits to support eventual meter relocation from inside home to exterior Replacement of valves, fire hydrants and service lines including customer-owned lead or galvanized steel service lines Replacement of 18,550 linear feet of cast iron main and investment of $9.6 million in Woodbridge, NJ in 2024 7 |
| • April 2024 - MWC declared a cash dividend of $0.325 per share on its common stock payable June 3, 2024 to shareholders of record as of May 15, 2024. • April 2024 – MWC announces strategy is in place to comply with new, more stringent USEPA regulations which set a Maximum Contaminant Level for PFOS and PFOA at 4 parts per trillion (4 ppt). • March 2024 – MWC Base Rate Increase Effective on March 1, 2024 • February 2024 - Middlesex received approval from the New Jersey Board of Public Utilities (NJBPU) for a $15.4 million or 14.06% increase in its base rates. The new rates allow for a 6.64% overall rate of return on invested capital on rate base of $563 million. ROE portion of overall ROR was set at 9.6%. • January 2024 - The NJBPU approved Middlesex’s petition for the proposed cost recovery of its Lead Service Line Replacement Program which includes Middlesex customer-owned lead service lines. Current estimates for replacement of Company Owned and Customer Owned lead service lines, respectively, is approx. $46 million to $77 million over a nine-year period. • 2024 – Tidewater Utilities enters its 60th Year of service to Delaware residents. 2024 Developments 8 |
| • Tidewater Utilities observing 60 years of service to Delaware residents. • 59,000 Customers in over 470 separate communities. • Bruce Patrick, P.E. Named President of Tidewater Utilities in November 2023. • Organic residential customer growth continues in our Tidewater system (approximately 4% in 2023). Delaware Update Bruce E. Patrick 9 |
| Our Digital Transformation Journey • Enterprise Resource Planning System being upgraded to the Cloud • $4.4 million Initiative called Project Synergy • Marks continual progress in our digital transformation journey • 12-month implementation period with estimated go live Q2 2025 • Project Kick-off April 2024 Allows MWC to use today’s information technology to more efficiently manage operational, field activity and administrative tasks ⚬ Optimized data management ⚬ Data analytics efficiency and decision making ⚬ Enhanced Data Security ⚬ Improved Scalability 10 10 1 |
| Emergency Preparedness Protecting Critical Networks and Operations • Company wide Tabletop Exercises to Test Plans and Emergency Response • Face to Face meetings with Local and State Emergency Officials • New Roles Added to Support Enhanced Safety, Security & Emergency Preparedness • Facility Tours for Local Fire Officials • A cybersecurity program relying on People, Process and Technology employs a multiple security platform to safeguard our operational environment. It includes: • Technology • Access Control Management Tools • Cybersecurity Processes • Incident Response Training • Cyber Risk Awareness and Training 11 11 1 |
| 2023 2022 Operating Revenues $ 166.3M $ 162.4M O&M Expenses $ 83.1M $ 79.1M Gain on Sale of Subsidiary $ --- $ 5.2M Interest Charges $ 13.1M $ 9.4M Net Income $ 31.5M $ 42.4M Earnings Per Share $ 1.76 $ 2.39 2023 Financial Results 12 |
| 2024 2023 Operating Revenues $ 40.5M $ 38.2M O&M Expenses $ 20.5M $ 20.3M Net Income $ 10.7M $ 5.9M Earnings Per Share $ 0.59 $ 0.33 First Quarter 2024 Results 13 |
| Utility Plant (Millions) $696 $744 $810 $874 $932 $276 $298 $323 $358 $378 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 2020 2021 2022 2023 2024E New Jersey Delaware 14 |
| Number of Customers 65,800 65,900 66,010 66,060 66,110 55,280 57,760 60,070 62,400 64,780 - 20,000 40,000 60,000 80,000 100,000 120,000 140,000 2021 2022 2023 2024E 2025E New Jersey Delaware 2023 Revenues By Customer Type Residential: 52.1% Commercial: 14.4% Contract Sales: 11.5% Fire Protection: 7.6% Contract Ops: 7.4% Industrial: 7.0% 15 15 |
| 2024 2025 2026 2024-2026 Distribution/Network System $ 42M $ 53M $ 50M $ 145M Production System $ 26M $ 18M $ 11M $ 55M Information Technology (IT) Systems $ 4M $ 2M $ 3M $ 9M Other $ 6M $ 6M $ 6M $ 18M Total Estimated Capital Expenditures $ 78M $ 79M $ 70M $ 227M Planned Capital Investment Capital Project Funding: Internally generated funds, short term borrowings, proceeds from Delaware State Revolving Loan Fund Program, long term borrowings, Common Stock Reinvestment Plan 16 |
| Dividends Paid $0.98 $1.04 $1.11 $1.18 $1.26 $- $0.20 $0.40 $0.60 $0.80 $1.00 $1.20 $1.40 2019 2020 2021 2022 2023 In Q4, 2023 the Board of Directors increased the dividend by 4.0%. 17 |
| DILUTED EPS & $2.01 $2.18 $2.07 $2.39 $1.76 49% 48% 54% 49% 72% 0% 10% 20% 30% 40% 50% 60% 70% 80% $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 2019 2020 2021 2022 2023 Dividend Payout Ratio Diluted Earnings Per Share Diluted Earnings Per Share Dividend Payout Ratio PAYOUT RATIO 18 |
| Governance Update • Appointment of Nadine Leslie as President/CEO. • Former President Mr. Doll will remain Chairman of the Middlesex Board of Directors through the expiration of his current term to ensure seamless transition. • Corporate Governance & Nominating Committee of the Board oversees Cybersecurity Risk. • Middlesex, competing against global companies, won honors for Best Compliance and Ethics Program at the 16th Annual Corporate Awards hosted by Governance Intelligence. • Expanded diversity in board and senior leadership teams. • Middlesex conducts ongoing risk management and continuous IT infrastructure monitoring and testing, and employee cybersecurity training. • Number of calls to Whistleblower Hotline: 0. • Women Owned Business certification added to Vendor Contract Review process. 19 |
| Sustainability Strategy Being environmental stewards and ensuring compliance with all State and Federal environmental laws & regulations Protecting the health, wellbeing and safety of our employees and communities by providing safe and reliable water service Fostering accountability through a sound structure for ethics and good governance Investing in infrastructure and a strong cybersecurity program to ensure the reliability of our service and safeguard our operational environment. SEE OUR LATEST UPDATES AT middlesexwater.com/environmental-social-and-governance/ 20 |
| Supporting Our Communities Presenting at Industry Conferences Tours Community & Industry Events Volunteer Efforts Career Days Donations Bowl for Hunger 21 |
| THANK YOU MiddlesexWater.com CONTACT US info@middlesexwater.com 22 |
Exhibit 99.2
Middlesex Water HOLDS
ANNUAL SHAREHOLDERs MEETING
ISELIN, NJ, (May 22, 2024) Middlesex Water Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting of Shareholders exclusively online on May 21, 2024 at which shareholders re-elected Kim C. Hanemann and Ann L. Noble and elected Nadine Leslie (Class I Directors) each to a three-year term and re-elected Dennis W. Doll (Class II Director) to a one-year term. 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, 2024.
During the meeting, officers discussed the Company’s financial results, capital investment initiatives, finance activity plans, as well as operations highlights including major treatment plant upgrades in New Jersey, capital investments in Delaware, governance and sustainability.
An audio webcast of the Middlesex Water Annual Meeting of Shareholders will be archived for one year at www.virtualshareholdermeeting.com/MSEX2024
About Middlesex Water Company
Established in 1897, Middlesex Water Company (NASDAQ:MSEX) serves as a trusted provider of life-sustaining high quality water service for residential, commercial, industrial and fire protection purposes. The Company and its subsidiaries form the Middlesex family of companies, which collectively serve a population of nearly half a million people in New Jersey and Delaware. We offer a full range of water, wastewater utility and related services including municipal and industrial contract operations and water and wastewater system technical operations and maintenance. We are 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 about Middlesex Water, visit https://www.middlesexwater.com
This press release contains “forward-looking statements” within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX” or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results of operations as well as any other statements that do not directly relate to any historical or current facts. These statements reflect the Company’s current views and information currently available. This information is based on estimates, assumptions and analysis that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees.” Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified, all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise the information contained herein, whether as a result of new information, future events or otherwise.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
(732) 638-7549
www.middlesexwater.com