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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 6, 2020

 

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.)

 

485C Route 1 South, Suite 400, Iselin New Jersey 08830

(Address of Principal Executive Offices) (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock MSEX NASDAQ 

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.

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 5, 2020, the Board of Directors of Middlesex Water Company (the "Company") approved a resolution exercising its discretionary authority to appoint a new Lead Director pursuant to Article II, Section 6 of the Company’s By-Laws. The Company appointed Walter G. Reinhard as Lead Independent Director who will assume this role effective with the retirement of current Lead Director, Jeffries R. Shein, at the Company’s Annual Meeting of Shareholders on May 19, 2020. A copy of the press release announcing appointment of the new Lead Director is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit  
Number Description of Document
99.1 Press Release issued by Middlesex Water Company, dated May 6, 2020.

 

 

 

 

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
  Sr. Vice President, Treasurer and
  Chief Financial Officer

 

 

Dated: May 6, 2020

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

Middlesex Water Company BOARD APPOINTS WALTER. G. REINHARD AS LEAD independent DIRECTOR

 

ISELIN, NJ May 6, 2020 –Middlesex Water Company (NASDAQ:MSEX) announced today that its Board of Directors has unanimously appointed Walter G. Reinhard as the Lead Independent Director of the Board of Directors effective May 19. 2020. Mr. Reinhard, an independent director of the Company for 18 years, succeeds current Lead Director, Jeffries R. Shein, who is retiring from the Board and as Lead Director, effective with the Company’s Annual Meeting of Shareholders to be held on May 19, 2020.

 

Mr. Reinhard currently serves as Chair of the Corporate Governance and Nominating Committee and is a member of the Pension Committee. Among the responsibilities of the Lead Director are to: review and provide input regarding the agenda for Board meetings; preside at all meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprising the Chairman of the issues considered; and to call meetings of the independent Directors when necessary and appropriate.

 

Middlesex Chairman, President and CEO Dennis Doll said, “The Board’s unanimous selection of Mr. Reinhard to the Lead Independent Director role is a testament to his utility leadership and expertise and the Board’s commitment to rigorous oversight and sound governance practices,” said Doll. “We welcome Mr. Reinhard to this new role and thank his predecessor, Jeffries Shein, for his three decades of service to the Board and to our Company, including serving 10 years as its Lead Director,” added Doll.

 

Organized in 1897, Middlesex Water provides regulated and unregulated water and wastewater utility services primarily in New Jersey and Delaware through various subsidiary companies. To learn more about Middlesex Water, including information about its Investment Plan, visit the Investors section at Middlesex Water Company.

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

(732) 638-7549

www.middlesexwater.com

 

 

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