Form 8-K SJW GROUP For: Jan 25
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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. ☐
|Item 5.02|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, the Board of Directors (the “Board”) of SJW Group (the “Company”) appointed Mohammed (Rally) G. Zerhouni as the Senior Vice President of Finance, Principal Accounting Officer of the Company, effective January 30, 2023. On January 25, 2023, Mr. Zerhouni was also appointed as the Senior Vice President of Finance, Principal Accounting Officer of San Jose Water Company, SJWTX, Inc., SJWTX Holdings, Inc. and Connecticut Water Service, Inc., all wholly-owned subsidiaries of the Company, effective January 30, 2023.
Mr. Zerhouni, age 47, served as Chief Financial Officer of Veolia Utility Parent, Inc. (“Veolia Utility,” formerly known as Suez Utility Parent Inc.) from October 2022 to January 2023. Veolia Utility is part of North American business of Veolia Group and is a rate-regulated water and wastewater company with operations in six states of the United States serving a population of more than 2.2 million. Previously, he was the Vice President/Controller and Chief Accounting Officer of Veolia Utility from December 2018 to September 2022. He served in various roles of increasing responsibility up to a Senior Manager in the audit practice of PricewaterhouseCoopers LLP from December 2004 to December 2018. He graduated from Sidi Mohamed Ben Abdellah University with a B.S. in Business Administration and from Franklin University with a M.B.A. and B.S. in Accounting.
In connection with the appointment of Mr. Zerhouni as Senior Vice President of Finance, Principal Accounting Officer of the Company, his annual base salary was set at $350,000 and his target annual incentive cash compensation was set at thirty percent (30%) of his base salary. In addition, the Executive Compensation Committee of the Board (the “Compensation Committee”) approved a resolution setting the dollar amounts represented by shares subject to service-based restricted stock unit (“RSU”) awards at $78,750 and shares subject to performance-based RSU awards at $26,250 to be granted to Mr. Zerhouni under the Company’s Long-Term Incentive Plan.
On January 31, 2023, the Company issued a press release announcing the appointment of Mr. Zerhouni as described above. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Press Release, dated January 31, 2023.|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document.|
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.
|Date: January 31, 2023|| |
/s/ Andrew F. Walters
|Andrew F. Walters, Chief Financial Officer|
ATTACHMENTS / EXHIBITS
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