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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: May 22, 2025
MIDDLESEX WATER COMPANY
(Exact Name of Registrant as Specified in Charter)
| New Jersey |
|
0-422 |
|
22-1114430 |
| (State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of Incorporation) |
|
File Number) |
|
Identification No.) |
485C Route 1 South,
Suite 400,
Iselin, New Jersey 08830
(Address of Principal Executive Offices, and 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 (see General Instruction
A.2. below):
| ☐ |
Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communication 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 |
| Common Stock, No Par Value |
|
MSEX |
|
The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 20, 2025, via virtual audio webcast. Management’s presentation at the Annual
Meeting of Shareholders is available on the Company’s website www.middlesexwater.com in the Investors section under Financials/Annual
Meeting and also at www.virtualshareholdermeeting.com/MSEX2025. The presentation is also filed herewith as Exhibit 99.1 and is hereby
incorporated by reference.
The Company’s shareholders
voted on the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, (2025 Proxy Statement) which
was filed with the Securities and Exchange Commission on April 10, 2025, and mailed to shareholders:
| 1) | A proposal to elect two nominees to the Board – Directors Steven M. Klein and Amy B. Mansue (Class II Directors), to a three-year
term and one director, Walter G. Reinhard (Class III Director), to a one-year term. The directors were elected and received the following
votes: |
| Director (Class II) |
For |
Withheld |
Broker Non-Votes |
| Steven M. Klein |
11,875,955 |
1,310,883 |
2,596,411 |
| Amy B. Mansue |
12,360,879 |
825,959 |
2,596,411 |
| Director (Class III) |
|
|
|
| Walter G. Reinhard |
10,360,922 |
2,825,916 |
2,596,411 |
| 2) | A proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers
as disclosed in the 2025 Proxy Statement. The proposal was approved and received the following votes: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 11,303,565 |
1,780,684 |
102,589 |
2,596,411 |
| 3) | A proposal to ratify the appointment by the Audit Committee of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025. The proposal was approved and received the following votes: |
| For |
Against |
Abstain |
Broker Non-Votes |
| 15,600,751 |
106,216 |
76,282 |
0 |
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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.
| |
MIDDLESEX WATER COMPANY |
| |
|
| |
By: |
/s/ Mohammed G. Zerhouni |
| |
|
Senior Vice President, Chief Financial Officer, and Treasurer |
Date: May 22, 2025
Sustaining Life…with Every Drop ANNUAL SHAREHOLDERS MEETING May 20, 2025 NASDAQ: MSEX 1
President & Chief Executive Officer Nadine Leslie Vice President, General Counsel & Secretary Jay L. Kooper Dennis W. Doll Chairman of the Board Annual Meeting Speakers 2
Forward Looking Statement In addition to historical information this presentation also contains forward - looking statements within the meaning of U.S. federal securities laws. Forward looking statements are not statements of historical or current facts and reflect the Company’s current views based on currently available information and management’s current estimates, assumptions, and analysis. Forward looking statements are not guarantees of future performance and involve risks and uncertainties, including those highlighted in the risk factors section of the Company’s latest annual and quarterly reports filed with the SEC. These risks and uncertainties could cause actual results to differ materially from those currently anticipated. The Company undertakes no obligation to publicly update or revise any forward - looking statement. 3
Growth, Investment, & Shareholder Value 4 2024 MWC HIGHLIGHTS • Seamless Leadership Transition • MWC2030 VISION strategy • $75M CAPEX Program • 2,100 New Customers
2024 Financial Highlights Variance 2023 2024 ($ millions, except per share data) (%) ($) 15.4% $25.6 $166.3 $191.9 Operating Revenues 40.6% $12.8 $31.5 $44.4 Net Income 40.3% $0.71 $1.76 $2.47 Diluted Earnings Per Share 5
6
MWC2030 VISION STAKEHOLDER MANAGEMENT SELECTIVE & SUSTAINABLE GROWTH CUSTOMER EXPERIENCE OPERATIONAL EXCELLENCE EMPLOYEE ENAGAGEMENT • Employee Satisfaction • Learning & Development • Workforce Planning • Performance & Efficiency • Safety • Compliance • CAPEX Delivery • Efficiency • Customer Satisfaction • Service Delivery & Efficiency • Digital Transformation • Utility Infrastructure Investment • Tuck - in Acquisitions • Constructive Regulatory Environment • Operate - to - Own • Investor Relations • Regulatory Agencies • Industry Groups • Community Leaders 7
CONCLUSION Q&A www.middlesexwater.com 8