UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 13, 2017
Aqua America, Inc.
(Exact Name of Registrant Specified in Charter)
| Pennsylvania | 001-06659 | 23-1702594 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 762 West Lancaster Avenue Bryn Mawr, Pennsylvania |
19010-3489 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (610) 527-8000
(Former Name or Former Address, if Changed Since Last Report)
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)) |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chairman
At a regularly scheduled meeting of the Board of Directors (the “Board”) of Aqua America, Inc., (the “Company”) held on December 13, 2017, Nicholas DeBenedictis, Chairman of the Board, informed the Board of his decision to step down from his role as Chairman, effective January 1, 2018. Upon the recommendation of the Corporate Governance Committee, and after considering the best interests of the Company and its shareholders, the Board took action to provide for a re-combination of the roles of Chief Executive Officer and Chairman of the Board, roles that had been separated when Mr. DeBenedictis stepped down as Chief Executive Officer of the Company in June 2015.
Following such determination, the Board appointed Christopher H. Franklin, a director and Chief Executive Officer of the Company, to the combined roles of Chief Executive Officer and Chairman of the Board, effective January 1, 2018. Mr. DeBenedictis will remain on the Board and will serve as Chairman Emeritus of the Board as of such date.
The Company issued a press release to announce these governance changes. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.
Changes to Non-Employee Directors’ Compensation
On December 13, 2017, the Board, upon recommendation of the Executive Compensation Committee and the Corporate Governance Committee, approved an increase in the annual cash retainer for all non-employee directors of $5,000 per year and an increase in the annual equity award of $5,000 per year. The increases are effective as of January 1, 2018 when the annual cash retainer and annual equity award will each be $80,000 per year. The updated schedule of non-employee directors’ compensation is attached to this Form 8-K as an exhibit and incorporated by reference herein.
In addition, on December 13, 2017, the Board made changes in certain Chair positions of the Committees of the Board as described under Item 8.01 of this Form 8-K.
Item 8.01 Other Information.
Changes to the Corporate Governance Guidelines
On December 13, 2017, the Board approved revisions to the Company’s Corporate Governance Guidelines (the “Guidelines”) to change the mandatory retirement age for the Company’s directors from 72 to 75. Under the revised provision, all directors are required to submit their resignation from the Board effective as of their 75th birthday.
In addition, the Board approved revisions to the Guidelines to provide for the combined role of Chairman and Chief Executive Officer as described under Item 5.02 of this Form 8-K.
A copy of the amended Guidelines is available at the Company’s website at www.aquaamerica.com. The contents of the Company’s website are not incorporated into this Form 8-K.
Appointment of New Lead Independent Director
On December 13, 2017, the Board appointed Daniel J. Hilferty, a director of the Company, to serve as the new Lead Independent Director with the duties and powers described in the Guidelines.
Changes in Chair of Board Committees
On December 13, 2017, effective January 1, 2018, the Board appointed Ellen T. Ruff as Chair of the Executive Compensation Committee and Daniel J. Hilferty as Chair of the Corporate Governance Committee.
| Item 9.01 Financial | Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Non-Employee Directors’ Compensation, effective January 1, 2018. | |
| 99.1 | Press Release, dated December 13, 2017, issued by Aqua America, Inc. | |
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 by the undersigned hereunto duly authorized.
| AQUA AMERICA, INC. | ||
| By: | /s/Christopher P. Luning | |
| Christopher P. Luning | ||
| Senior Vice President, General Counsel and Secretary | ||
Dated: December 15, 2017
Exhibit 10.1
Aqua America, Inc.
Non-Employee Directors’ Compensation, effective January 1, 2018
At its regularly scheduled meeting on December 13, 2017, the Board of Directors of Aqua America, Inc., upon the recommendation of its Executive Compensation Committee, approved the following directors’ compensation for the non-employee directors of Aqua America, Inc.: (1) an annual cash retainer of $80,000; (2) an annual cash retainer for the Chair of the Executive Compensation Committee of $12,500; (3) an annual cash retainer for the Chair of the Audit Committee of $12,500; (4) an annual cash retainer for the Chair of the Corporate Governance Committee of $10,000; (5) an annual cash retainer for the Chair of the Risk Mitigation Committee of $10,000; (6) an annual cash retainer for the Lead Independent Director of $25,000; and (7) an annual stock grant to non-employee directors of $80,000. All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board or Committee meetings.
Exhibit 99.1
| For release: December 13, 2017 | Contact: Stacey Hajdak O: 610.520.6309 M: 267.294.1866 SMHajdak@AquaAmerica.com |
Aqua America announces appointment of Chris Franklin as chairman of the board
BRYN MAWR, PA – Aqua America Inc. (NYSE: WTR) announced today that President and CEO Christopher H. Franklin has been elected chairman of the board, effective Jan. 1, 2018. Franklin became CEO in July 2015 and has served on the board of directors since October 2015.
He succeeds Nicholas DeBenedictis, former CEO, who will continue to serve on the board as chairman emeritus.
“This appointment reflects the confidence the board of directors has in Chris, and the respect he has earned through his two years of leadership as president and CEO of Aqua,” said DeBenedictis. “During Chris’ tenure, he has taken clear and decisive action to further ensure the company’s future growth and success. He’s the right person to lead the company, and this combined role will allow him to broaden his leadership and continue to deliver for Aqua’s customers, employees and shareholders.”
Franklin, a 25-year veteran of Aqua, became CEO when DeBenedictis retired from the role after 23 years. Since then, DeBenedictis served as the company’s chairman, a position he has held since 1993.
“Nick has done a tremendous job leading the Aqua Board of Directors for more than two decades,” said Franklin. “Under his leadership, Aqua grew into one of the largest publicly traded water and wastewater utilities in the United States. I am grateful for the wisdom he has shared throughout his years of service. I look forward to the opportunity to lead Aqua in this additional capacity.”
As CEO, Franklin has focused on leading efforts to help solve the nation’s water and wastewater infrastructure challenges across Aqua’s eight-state footprint. In Chris’ two and a half years at the helm, Aqua has welcomed 20,000 new customers and invested about $1 billion in critical infrastructure improvements.
The company’s new lead independent director expressed enthusiasm in Franklin’s new dual role.
“Chris has a proven track record as a strong and effective leader,” said Daniel J. Hilferty. “We are excited for him to take on this dual role, leading an effective board of directors while continuing to lead the company’s strategy and operations as CEO.”
Hilferty, president and CEO of Independence Health Group, was named lead independent director at the same Dec. 13 board of directors meeting, and replaces Richard Glanton in that capacity.
DeBenedictis added, “Richard Glanton was the company’s first named lead independent director and the board is appreciative of his long-standing service as lead director in that role.”
Aqua America is one of the largest U.S.-based, publicly traded water utilities and serves nearly 3 million people in Pennsylvania, Ohio, North Carolina, Illinois, Texas, New Jersey, Indiana and Virginia. Aqua America is listed on the New York Stock Exchange under the ticker symbol WTR. Visit AquaAmerica.com for more information, or follow Aqua on Facebook at facebook.com/MyAquaAmerica and on Twitter at @MyAquaAmerica.
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