UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report: May 24, 2018
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
| NEW JERSEY | 0-422 | 22-1114430 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
1500 RONSON ROAD, P.O. BOX 1500, ISELIN, NEW JERSEY 08830
(Address of principal executive offices, including 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:
| ¨ | 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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (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. 5.02. Departure of Director or Principal Officers; Election of Directors; Appointment of Certain Officers.
Announcement of departure of John R. Middleton, M.D., a director of Middlesex Water Company (the “Company”), as of the expiration of his current term at the Company’s 2018 Annual Meeting of Shareholders, held May 22, 2018. Director Middleton indicated that he does not have any disputes regarding Middlesex Water’s operations, policies or practices. Consistent with the Company’s By-Laws, the Board, through a vote taken at its meeting held following the 2018 Annual Shareholders Meeting, reduced the size of the Board to seven members from eight.
Press Release
On May 24, 2018, the Company issued a press release announcing the departure of John R. Middleton, M.D. from its Board of Directors and that it had reduced the Board from eight to seven members. A copy of the Company’s press release dated May 24, 2018 is filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description of Document |
| 99.1 | Company press release dated May 24, 2018 announcing the retirement of Director John R. Middleton from its Board of Directors. |
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 | ||
| Vice President, Treasurer and | ||
| Chief Financial Officer | ||
Dated: May 24, 2018
Exhibit 99.1
MIDDLESEX WATER COMPANY ANNOUNCES RETIREMENT OF
DIRECTOR JOHN R. MIDDLETON, M.D. FROM ITS BOARD
Retirement Concludes Nineteen Years of Service
ISELIN, NJ (May 24, 2018) – Middlesex Water Company (NASDAQ:MSEX), a provider of water, wastewater and related services in New Jersey and Delaware, today announced the retirement of John R. Middleton, M.D., whose term as a director concluded with the Annual Meeting of Shareholders held May 22, 2018. Dr. Middleton served Middlesex Water for nineteen years, serving as a member of the Board’s Audit, Compensation, Corporate Governance & Nominating Committees. Dr. Middleton is engaged in private practice with ID Care, New Jersey’s largest network of Infectious Disease Specialists providing comprehensive specialized consultations, care and education. He was named to the Middlesex Board in 1999.
“As a protector of public health, the customers and shareholders of Middlesex Water Company have benefitted greatly from Dr. Middleton’s counsel,” said Middlesex Water Chairman, President and CEO Dennis W. Doll. “For nearly two decades, he has played an active role in helping the company navigate many complex water and wastewater challenges. His insights, integrity, leadership in the areas of public health/emergency preparedness are all attributes reflective of notable achievement. On behalf of the Board of Directors, officers and employees of the Middlesex Water family of companies, we extend our heartfelt appreciation to Dr. Middleton for his dedication and service to our Company,” said Doll.
Middlesex Water Company is not immediately nominating a replacement for Dr. Middleton and consistent with the Company’s By-Laws will operate with a 7-member board of directors at this time.
About Middlesex Water Company
Middlesex Water Company, organized in 1897, provides regulated and unregulated water and wastewater utility services primarily in New Jersey and Delaware through various subsidiary companies. For additional information regarding Middlesex Water Company visit our website at www.middlesexwater.com or call (732) 634-1500.
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.
Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
1500 Ronson Road
Iselin, New Jersey 08830
www.middlesexwater.com
(732) 638-7549