UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
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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 1.01 Entry into a Material Definitive Agreement.
On January 22, 2020, the Board of Directors (the “Board”) of New Jersey Resources Corporation (the “Company”), pursuant to the recommendation of the Board’s Nominating/Corporate Governance Committee (the “NCGC”), named Donald L. Correll as the Non-Executive Chairman of the Board, effective immediately following the Annual Meeting of Shareowners (the “Annual Meeting”) held on that same date.
On January 21, 2020, the Board, pursuant to the recommendation of the NCGC, (x) approved an additional annual retainer for the non-executive Chairman in the amount of $80,000, 50 percent of which will be paid in cash and 50 percent in restricted stock units and (y) eliminated the additional annual cash retainer for the Chair of the Board’s Executive Committee. A summary of the Company’s 2020 non-employee director compensation (the “Non-Employee Director Compensation Plan”) showing the approved changes is attached hereto as Exhibit 10.1 and incorporated by reference herein.
In addition, the Board granted each non-employee director of the Board their respective annual equity retainers in the form of restricted stock units (“RSUs”) as set forth in the Non-Employee Director Compensation Plan and each non-employee director entered into a 2017 Stock Award and Incentive Plan Director Restricted Stock Units Agreement (the “Non-Employee Director RSU Agreement”), a form of which is attached hereto as Exhibit 10.2 and incorporated by reference herein. The Non-Employee Director RSU Agreement provides that each RSU will vest upon the earlier of one year from the grant date and the next annual meeting of shareowners.
The foregoing descriptions of the Non-Employee Director Compensation Plan and the Non-Employee Director RSU Agreements are qualified in their entirety by the terms and provisions of the Non-Employee Director Compensation Plan and the Non-Employee Director RSU Agreement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, of the 90,169,270 shares outstanding and entitled to vote as of the record date, 77,905,319 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting were as follows:
Item 1: The Company’s shareowners elected the six directors nominated by the Board for election to the Board at the Annual Meeting. James H. DeGraffenreidt, Jr. was elected to serve until the Company’s 2021 Annual Meeting of Shareowners or until his successor is elected and qualified, Gregory E. Aliff was elected to serve until the Company’s 2022 Annual Meeting of Shareowners or until his successor is elected and qualified, and Stephen D. Westhoven, Jane M. Kenny, Sharon C. Taylor and David A. Trice were each re-elected to serve until the Company’s 2023 Annual Meeting of Shareowners or until their respective successors are elected and qualified, all by the votes set forth in the table below:
| Nominee | For | Withheld | Broker Non-Votes | |||
| James H. DeGraffenreidt, Jr. | 65,950,484 | 687,445 | 11,267,390 | |||
| Gregory E. Aliff | 65,964,307 | 673,622 | 11,267,390 | |||
| Stephen D. Westhoven | 65,858,064 | 779,865 | 11,267,390 | |||
| Jane M. Kenny | 65,006,552 | 1,631,377 | 11,267,390 | |||
| Sharon C. Taylor | 64,803,550 | 1,834,379 | 11,267,390 | |||
| David A. Trice | 64,958,495 | 1,679,434 | 11,267,390 |
The terms of office of the following directors continued after the Annual Meeting: Donald L. Correll, M. William Howard, Jr., George R. Zoffinger, Robert B. Evans and Thomas C. O’Connor. Laurence M. Downes and J. Terry Strange retired at the Annual Meeting.
Item 2: The shareowners approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||
| 59,750,862 | 6,433,792 | 453,275 | 11,267,390 | |||
Item 3: The Company’s shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2020, by the votes set forth in the table below:
| For | Against | Abstain | Broker Non-Votes | |||
| 76,484,058 | 1,243,085 | 178,176 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit | |
| 10.1 | Summary of 2020 Non-Employee Director Compensation Plan | |
| 10.2 | 2017 Stock Award and Incentive Plan Form of Director Restricted Stock Units Agreement | |
| 104 | Cover page in Inline XBRL format | |
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.
| NEW JERSEY RESOURCES CORPORATION | |||
| Date: January 23, 2020 | By: | /s/ Patrick J. Migliaccio | |
| Patrick J. Migliaccio | |||
| Senior Vice President and Chief Financial | |||
| Officer | |||