UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (d) | Election of Directors |
On October 26, 2022, the Board of Directors of Unitil Corporation (the “Company”) elected Dr. Neveen F. Awad as a Director, effective immediately. The addition of a new Director is part of the Board of Directors normal succession planning process in anticipation of upcoming retirements from the Board of Directors due to Directors reaching the mandatory retirement age of 75. Dr. Awad will serve on the Board of Directors until the Company’s 2023 annual meeting of shareholders, scheduled for April 26, 2023, at which point she will stand for election to the Board of Directors for a three-year term. The Board of Directors also appointed Dr. Awad to its Compensation Committee.
The Nominating and Governance Committee of the Board of Directors recommended (i) Dr. Awad’s election to the Board of Directors and (ii) Dr. Awad’s appointment to the Compensation Committee.
The Board of Directors has determined that Dr. Awad is independent (as defined in Section 303A.02 of the NYSE Listed Company Manual – Corporate Governance Standards). Dr. Awad does not have any relationships with the Company requiring disclosure under Item 404(a) of Regulation S-K.
Dr. Awad is a partner and managing director of the Boston Consulting Group (“BCG”), a global management consulting firm. She leads the Detroit office, and also is the global leader of BCG’s Technology Platform offering. Prior to BCG, Dr. Awad was an assistant professor at Wayne State University School of Business, a public research university in Detroit, Michigan. Dr. Awad earned a Bachelor of Science in Computer Science from Yale University, and a Ph.D. from the University of Michigan School of Business.
As of October 26, 2022, Dr. Awad did not beneficially own any shares of the Company’s common stock. The address for Dr. Awad is c/o Unitil Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.
As a member of the Board of Directors who is not an officer or employee of the Company or any of its subsidiaries, Dr. Awad is entitled to (i) an annual cash retainer fee of $65,000 per year, which is paid in quarterly installments, (ii) an annual equity retainer fee of $80,000 per year, which is payable in kind as common stock or restricted stock units and (iii) $2,000 for each special meeting of the Board of Directors that she attends in person. In addition, each non-chair member of a committee of the Board of Directors will receive an annual cash retainer of $7,000 per committee per year, which is paid in quarterly installments.
| Item 7.01 | Regulation FD Disclosure |
A copy of the Registrant’s press release issued regarding the matter identified in Item 5.02(d) is included herein as Exhibit 99.1 and incorporated herein by reference
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Number | Exhibit | |
| 99.1 | Press Release dated October 26, 2022 regarding election of director. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| UNITIL CORPORATION | ||
| By: | ||
| /s/ Robert B. Hevert | ||
| Robert B. Hevert | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| Date: | November 1, 2022 | |