Form 8-K - Current report

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) August 31, 2023

SJW Group

(Exact name of registrant as specified in its charter)

Delaware

001-8966

77-0066628

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

110 West Taylor Street,

San Jose,

95110

(Address of principal executive offices)

(Zip Code)

(408) 279-7800

Registrant’s telephone number, including area code

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))

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, par value $0.001 per share

SJW

New York Stock Exchange LLC

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 August 31, 2023, the Board of Directors (the “Board”) of SJW Group (the “Company”) increased the size of the Board from eight to nine directors, effective as of September 1, 2023, and, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Denise L. Kruger as a member of the Board, effective as of September 1, 2023.

Ms. Kruger served as the Senior Vice President, Regulated Utilities of Golden State Water Company, a subsidiary of American States Water Company, headquartered in San Dimas, California from January 2004 to July 2021. Ms. Kruger will participate in the SJW Group Formulaic Equity Award Program for Non-Employee Board Members implemented under the SJW Group 2023 Long-Term Incentive Plan, which is described in the Company’s definitive proxy statement for its 2023 annual meeting of stockholders filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2023. In addition, the Company has entered into a director and officer indemnification agreement with Ms. Kruger, in the form attached as Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 15, 2016.


Item 8.01:			Other Events.

On August 31, 2023, The Connecticut Water Company ("CWC"), a wholly-owned subsidiary of the Company, filed a letter (the "Letter") with the Connecticut Public Utilities Regulatory Authority ("PURA"), with a copy to the Governor of the State of Connecticut, the chief executive officer of each municipality located within CWC’s franchise area, and various other state and local officials, advising them that CWC intends to file a general rate case application with PURA within sixty days of such notice to amend its rate schedules. A copy of the Letter is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.


Item 9.01:		Financial Statements and Exhibits.
(d)	Exhibits


Exhibit Number			Description of Document

99.1			Letter from The Connecticut Water Company to the Executive Secretary, Public Utilities Regulatory Authority, dated August 31, 2023, excluding attachments
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document

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 thereunto duly authorized.

SJW GROUP


Date: August 31, 2023			/s/ Eric W. Thornburg
			Eric W. Thornburg, President and Chief Executive Officer

Exhibit 99.1

93 West Main Street • Clinton, CT 06413 • (800) 286-5700

August 31, 2023

Jeffrey R. Gaudiosi, Esq.

Executive Secretary

Public Utilities Regulatory Authority

10 Franklin Square

New Britain, CT 06051

Dear Mr. Gaudiosi:

Connecticut Water Company is proud to provide water service to 60 Connecticut communities, serving over 107,000 customers in the state. As 200+ local employees, we are committed to providing clean, reliable drinking water and to serving of all our stakeholders: customers, communities, employees, investors and the environment. We know that our impact goes well beyond the tap, and that we’re responsible to all of our stakeholders, not just our investors.

From 2020 through January 2024, Connecticut Water will have completed more than $220 million in projects to protect water quality, address emerging contaminates and meet newly-proposed drinking water regulations. We’ve made investments to reduce greenhouse gas emissions, lower energy use and conserve water resources. We’ve invested in our water professionals, whose training and certifications benefit our communities every day. And, we’ve continued responsible and prudent replacement of our 1,800+ miles of water main to increase reliability, quality, and availability of water for public consumption and fire protection. We’re also not immune to the inflationary pressures of the current economy—in particular, rising prices in energy and chemicals—have had a direct impact on the cost of providing service to our customers and communities.

To that end, and pursuant to Regulations of Connecticut State Agencies §16-1-22(b), I am writing to provide notice of Connecticut Water’s intent to file a general rate case application with the Connecticut Public Utilities Regulatory Authority to amend its rate schedules within the next 60 days.

Connecticut Water will seek to increase annual revenues above current levels by approximately $21 million, or 18%1. As proposed, the new rates would only raise the cost of a gallon of water from 1.5 cents to 1.8 cents. We will also seek to expand our Water Rate Assistance Program and Water Conservation Rate, both the first in Connecticut when implemented in 2021.

The test year will be the 12-month period ending December 31, 2022 for rates to become effective July 1, 2024. The percentage increase may vary in some operating divisions, or by customer type, as the Company continues toward rate equalization consistent with the findings of the Company’s last rate proceeding.

Continued prudent and efficient investment in our communities’ water systems is our collective responsibility and obligation. We are committed to that prudency and efficiency in order to manage costs, and to represent the true value of the drinking water service we provide.

I look forward to sharing Connecticut Water’s story with you and demonstrating our ongoing commitment to customers, communities, employees, investors and the environment through the rate proceeding process.

Sincerely,

Craig J. Patla, P.E.

President, Connecticut Water

1 In the event that the Water Infrastructure and Conservation Adjustment application pending before PURA in Docket 20-12-30 WI06 is not approved as of the date the general rate application is filed, the request increase would be just over $22 million or 19%.

Document and Entity Information Document	Aug. 31, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 31, 2023
Entity Registrant Name	SJW Group
Entity Incorporation, State or Country Code	DE
Entity File Number	001-8966
Entity Tax Identification Number	77-0066628
Entity Address, Address Line One	110 West Taylor Street,
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95110
City Area Code	(408)
Local Phone Number	279-7800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SJW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000766829