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
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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 |
Appointment of Wendy Franks to the Board of Directors
On December 18, 2019, Aqua America, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has appointed Wendy A. Franks, Ph.D. to the Board, effective and contingent upon the closing of the Company’s previously announced private placement transaction (the “Private Placement”) in which the Company has agreed to issue and sell shares of the Company’s common stock to Canada Pension Plan Investment Board, a federal Canadian Crown corporation (“CPPIB”) pursuant to the Stock Purchase Agreement dated March 29, 2019. Ms. Franks will be joining the Board as a nominee designated by CPPIB under the terms of the Stock Purchase Agreement. The closing of the Private Placement is expected to occur concurrently with the closing of the pending acquisition by the Company of the Peoples Gas entities through its acquisition of LDC Parent, LLC (“Peoples Gas Acquisition”), subject to certain closing conditions, including the closing of the Peoples Gas Acquisition, and the execution and delivery of a shareholder agreement between CPPIB and the Company. The size of the Board will be increased to nine effective and contingent upon the closing of the Private Placement.
Ms. Franks has been a part of CPPIB, Relationship Investments, since May 2012, where she is responsible for sourcing and evaluating potential relationship investment opportunities, monitoring portfolio company performance and development of the business network. Prior to joining CPPIB, she was an associate principal at McKinsey & Co., where she helped a number of clients develop business strategies. Ms. Franks is a non-executive director of ReNew Power, the largest renewable energy independent power producer in India, a position she has held since January 2018. Ms. Franks has a bachelor’s degree in chemical engineering and a master’s degree in applied science in electrical and computer engineering from the University of Waterloo. She holds a Ph.D. in Natural Sciences from the Swiss Federal Institute of Technology, Zurich.
The Board has determined that Ms. Franks is independent in accordance with the Company’s corporate governance guidelines and applicable requirements of the New York Stock Exchange and the Securities and Exchange Commission (the “SEC”). The Board has determined, based on her personal abilities, qualifications, knowledge, judgment, character, leadership skills, education, background and experience in fields and disciplines relevant to the Company, including her U.S. GAAP financial expertise, that Ms. Franks is qualified to serve on the Board and will make a positive contribution to the Board. Ms. Franks has not been a party to any transaction involving the Company required to be disclosed under Item 404(a) of Regulation S-K.
The current compensation paid to non-employee members of the Board as last approved by the Board on December 12, 2018 consists of an annual cash retainer of $90,000 and an annual stock grant equal to $90,000 in value. CPPIB has informed the Company that employees of CPPIB typically do not receive direct compensation for service as a director. As such, Ms. Franks has elected to designate CPPIB as the recipient of the annual cash retainer of $90,000 and to waive the annual stock grant awarded to members of the Board. Accordingly, the Board voted to waive the requirement that Ms. Franks own shares of the Company common stock having a value equal to five times the annual base cash retainer for directors.
Committees of the Board of Directors
The Board determined to rotate Mr. Hilferty, the Lead Independent Director, off the Audit Committee of the Board, upon the appointment of Ms. Franks’ to the Board. Effective upon Ms. Franks’ appointment to the Board, the composition of the standing committees of the Board of Directors will be:
| Committee | Chair | Other Members |
| Audit | Lee C. Stewart* | Wendy A. Franks, Francis O. Idehen* |
| Corporate Governance | Daniel J. Hilferty | Elizabeth B. Amato, Ellen T. Ruff, Christopher C. Womack |
| Executive Compensation | Ellen T. Ruff | Elizabeth B. Amato, Daniel J. Hilferty, Christopher C. Womack |
| Executive | Christopher H. Franklin | Daniel J. Hilferty, Ellen T. Ruff, Lee C. Stewart |
| Risk Mitigation and Investment Policy | Nicholas DeBenedictis | Christopher H. Franklin, Wendy A. Franks, Francis O. Idehen, Lee C. Stewart |
* Audit Committee Financial Expert
Forward-looking statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others: the Company’s anticipated closing of the Peoples Gas Acquisition and the Private Placement. You can identify these forward-looking statements by the use of words such as “expects,” “potential,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements including: the Company’s ability to successfully complete the closing of the Peoples Gas Acquisition and the Private Placement in a timely manner or at all; and other factors discussed in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, which are filed with the SEC. For more information regarding risks and uncertainties associated with the Company’s business, please refer to the Company’s annual, quarterly and other SEC filings. The Company is not under any obligation—and expressly disclaims any such obligation—to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (formatted in inline XBRL) |
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 | ||
| Executive Vice President, General Counsel and Secretary |
Dated: December 23, 2019