UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM
_____________
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported):
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(Exact Name of Registrant Specified in Charter)
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(State or Other
Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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).
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. o
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 6, 2021, the Board of Directors (the “Board”) of Essential Utilities, Inc. (the “Company”), upon the recommendation of the Executive Compensation Committee and the Corporate Governance Committee, approved an increase in the annual cash retainer for all non-employee directors of $5,000 per year, an increase in the annual equity award of $10,000 per year, an increase in the retainer for the Audit Committee Chair of $7,500, an increase in the retainer for the Executive Compensation Chair of $2,500, an increase in the retainer for the Corporate Governance and Risk Mitigation and Investment Policy Chairs of $5,000, and an increase in the retainer for the Lead Independent Director of $5,000. The increases are effective as of January 1, 2022, when the annual cash retainer will be $105,000 and the annual equity award will be $110,000 per year. The updated schedule of non-employee directors’ compensation is attached to this Form 8-K as an exhibit and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
10.1 | Non-Employee Directors’ Compensation, effective January 1, 2022. |
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.
ESSENTIAL UTILITIES, INC. | ||
December 8, 2021 | By: | /s/ Christopher P. Luning |
Name: |
Christopher P. Luning | |
Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
Essential Utilities, Inc.
Non-Employee Directors’ Compensation, effective January 1, 2022
At its regularly scheduled meeting on December 6, 2021, the Board of Directors of Essential Utilities, Inc., upon the recommendation of its Executive Compensation Committee and its Corporate Governance Committee, approved increases in the annual cash retainer and annual stock retainer paid to all non-employee directors. Following such approval, the compensation program for non-employee directors of Essential Utilities, Inc. is:
· | an annual cash retainer of $105,000; |
· | an additional annual cash retainer for the Chair of the Executive Compensation Committee of $15,000; |
· | an additional annual cash retainer for the Chair of the Audit Committee of $20,000; |
· | an additional annual cash retainer for the Chair of the Corporate Governance Committee of $15,000; |
· | an additional annual cash retainer for the Chair of the Risk Mitigation Committee of $15,000; |
· | an additional annual cash retainer for the Lead Independent Director of $30,000; and |
· | an annual stock grant to non-employee directors of $110,000. |
All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board or Committee meetings.
Cover |
Dec. 06, 2021 |
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Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 06, 2021 |
Entity File Number | 001-06659 |
Entity Registrant Name | Essential Utilities, Inc. |
Entity Central Index Key | 0000078128 |
Entity Tax Identification Number | 23-1702594 |
Entity Incorporation, State or Country Code | PA |
Entity Address, Address Line One | 762 West Lancaster Avenue |
Entity Address, City or Town | Bryn Mawr |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19010-3489 |
City Area Code | (610) |
Local Phone Number | 527-8000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Common stock, $.50 par value | |
Title of 12(b) Security | Common stock, $.50 par value |
Trading Symbol | WTRG |
Security Exchange Name | NYSE |
6.00% Tangible Equity Units | |
Title of 12(b) Security | 6.00% Tangible Equity Units |
Trading Symbol | WTRU |
Security Exchange Name | NYSE |