Form 8-K CHESAPEAKE UTILITIES For: May 06
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 (Date of Earliest Event Reported): | May 6, 2015 |
Chesapeake Utilities Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-11590 | 51-0064146 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
909 Silver Lake Boulevard, Dover, Delaware | 19904 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 302.734.6799 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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))
Item 1.02 Termination of a Material Definitive Agreement.
On May 6, 2015, John R. Schimkaitis was appointed by the Board of Directors (the "Board") of Chesapeake Utilities Corporation (the "Company") to serve as non-executive Chair of the Board, effective May 6, 2015. The Consulting Agreement previously in place between the Company and Mr. Schimkaitis (the "Agreement") was terminated by mutual agreement. The Agreement, which was effective January 3, 2011 and then subsequently renewed on an annual basis pursuant to the terms of the Agreement, provided for Mr. Schimkaitis to perform consulting services for up to 400 hours per year as requested by the Company’s Board. Consulting fees paid to Mr. Schimkaitis for services performed in 2014 pursuant to the terms of the Agreement were disclosed in the Director Compensation section of the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 31, 2015. The Agreement contained certain non-solicitation and non-competition covenants that will remain effective for one year following termination of the Agreement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on May 6, 2015. As of the record date for the Annual Meeting, March 17, 2015, 14,627,989 shares of the Company’s common stock, the only outstanding class of voting equity securities of the Company, were outstanding. Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting. Proxies for the meeting were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.
Proposal 1: The Company’s stockholders voted on the election of five nominees to the Company’s Board. Four nominees were elected to the Company’s Board to serve as Class I directors for a three-year term ending in 2018, and one nominee was elected to the Company’s Board to serve as a Class III director for a two-year term ending in 2017. Each nominee shall serve until their successors are elected and qualified. The following shows the separate tabulation of votes for each nominee:
Class I Directors
Eugene H. Bayard - Votes For: 10,838,699, Votes Withheld: 130,466
Thomas P. Hill, Jr. - Votes For: 10,852,493, Votes Withheld: 116,672
Dennis S. Hudson, III - Votes For: 10,859,348, Votes Withheld: 109,817
Calvert A. Morgan, Jr. - Votes For: 10,823,150, Votes Withheld: 146,015
Class III Director
Ronald G. Forsythe, Jr. - Votes For: 10,846,454, Votes Withheld: 122,711
There were 2,624,591 broker non-votes for each nominee. There were no abstentions for any nominee.
Proposal 2: The Company’s stockholders approved the Company’s 2015 Cash Bonus Incentive Plan. Stockholder votes were cast as follows: 10,464,202 affirmative votes, 356,726 negative votes, 148,237 abstentions and 2,624,591 broker non-votes.
Proposal 3: The Company’s stockholders voted on the advisory non-binding proposal to ratify the appointment of Baker Tilly Virchow Krause LLP ("Baker Tilly") as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. Stockholder votes were cast as follows: 13,418,651 affirmative votes, 111,891 negative votes, and 63,214 abstentions. There were no broker non-votes for this matter.
Item 8.01 Other Events.
On May 6, 2015, the Company’s Board appointed John R. Schimkaitis to serve as the Chair of the Board, effective May 6, 2015. Mr. Schimkaitis has served as a director of the Company since 1996 and Vice Chair of the Board since 2010. Mr. Schimkaitis succeeds Ralph J. Adkins, who has served as the Chair of the Board since 1997. Mr. Adkins will continue to serve as a director on the Company’s Board. On May 6, 2015, the Board also designated Mr. Adkins as Chairman Emeritus given his contributions to the Company and the Board. A copy of the press release is furnished as Exhibit 99.1 hereto.
On May 8, 2015, the Company conducted an earnings conference call regarding the financial results for the quarter ended March 31, 2015. The presentation that was referenced during the earnings conference call is available in the "Investors" section of our website (www.chpk.com).
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 - Press Release of Chesapeake Utilities Corporation, dated May 7, 2015.
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.
Chesapeake Utilities Corporation | ||||
May 12, 2015 | By: |
James F. Moriarty
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Name: James F. Moriarty | ||||
Title: Vice President and General Counsel |
Exhibit Index
Exhibit No. | Description | |
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99.1
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(d) Exhibit 99.1 - Press Release of Chesapeake Utilities Corporation, dated May 7, 2015. |
FOR IMMEDIATE RELEASE
MAY 7, 2015
CHESAPEAKE UTILITIES CORPORATION BOARD OF DIRECTORS
APPOINTS JOHN R. SCHIMKAITIS CHAIRMAN OF THE BOARD
Dover, Delaware Chesapeake Utilities Corporation (NYSE: CPK) (Chesapeake) today announced that on May 6, 2015, its Board of Directors appointed John R. Schimkaitis to serve as Chairman of the Board, effective May 6, 2015.
Mr. Schimkaitis has served as a director of the Company since 1996 and Vice Chairman of the Board of Directors since 2010. He succeeds Ralph J. Adkins, who has served as Chairman of the Board since 1997. Mr. Adkins will continue to serve as a director on the Companys Board. In recognition of his extraordinary contributions over the past 50 years to the Company, its employees, and the communities it serves, the Board has designated Mr. Adkins as Chairman Emeritus. Todays announcement follows the succession plan for the Board.
Mr. Schimkaitis has 40 years of experience in the utilities industry, including 25 years in key management roles with Chesapeake as well as more than five years of service as the non-employee Vice Chairman of the Board. His knowledge about the Company, its service territories and the utilities industry, as well as his business acumen and skills, has contributed to Chesapeakes continued growth.
I want to thank Ralph for all of his contributions and leadership and look forward to working with the Board, as well as with the management team to continue the strong growth and success of Chesapeake as we further expand the business in current and new territories, said Mr. Schimkaitis.
It has been a privilege to serve as Chairman and I am proud to continue to serve on the Board. Given the strength of our business and the significant opportunities ahead of us, we are well positioned for continued success, added Mr. Adkins.
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Ralph and John are exceptional directors who have repeatedly demonstrated their ability to lead and capitalize on opportunities that generate value for our shareholders, said Michael P. McMasters, President and Chief Executive Officer of Chesapeake Utilities Corporation.
Chesapeake Utilities Corporation is a diversified energy company engaged in natural gas distribution, transmission, gathering and processing, and marketing; electricity distribution; propane gas distribution and wholesale marketing; and other related services. Information about Chesapeake Utilities Corporation and the Chesapeake family of businesses is available at www.chpk.com.
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For more information, contact:
James Moriarty
Vice President and General Counsel
Chesapeake Utilities Corporation
302.736.7871
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