Current Report Filing (8-k)
July 06 2021 - 4:06PM
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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 (Date of earliest event reported): July 2,
2021
_____________
ESSENTIAL UTILITIES, INC.
(Exact name of registrant as specified in its charter)
_____________
Pennsylvania
|
001-06659
|
23-1702594
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(State or Other
Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
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762
West Lancaster Avenue
|
|
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Bryn
Mawr, Pennsylvania
|
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19010-3489
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(Address of Principal
Executive Offices)
|
|
(Zip Code)
|
Registrant’s
telephone number, including area code: (610) 527-8000
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:
o Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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 o
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
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
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Common stock, $.50
par value
|
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WTRG
|
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New York Stock Exchange
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6.00% Tangible Equity
Units
|
|
WTRU
|
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New York Stock Exchange
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Appointment of David A. Ciesinski to the Board
of Directors
On July 2, 2021, the Board of Directors (the “Board”)
of Essential Utilities, Inc. (the “Company”), increased the size of the Board to nine and appointed David A. Ciesinski to
the Board, effective on July 2, 2021, to fill the vacancy.
David A. Ciesinski currently serves as President and Chief Executive
Officer of Lancaster Colony Corporation (“Lancaster Colony”). Lancaster Colony is a manufacturer and marketer of specialty
food products for the retail and foodservice markets. Lancaster Colony is the parent of the well-known and well-established T. Marzetti
Company, among other brands. Mr. Ciesinski has served as President of Lancaster Colony since April 2016 and as its Chief Executive Officer
since July 2017. He previously served as President of the Meal Solutions Division at Kraft Foods Group, Inc. and as its Executive Vice
President and President of Meals & Desserts from 2014 to 2015, in which capacity he was responsible for leading Kraft’s grocery
business. Between 2013 and 2014, Mr. Ciesinski served as Chief Commercial Officer and Executive Vice President of Forever, Inc., a cloud-based
storage company, in which capacity he was responsible for leading the sales, marketing, business development and operations functions.
Between 2003 to 2013, Mr. Ciesinski served in various leadership roles at H.J. Heinz Company, including Vice President of Global Business
Development (from 2012 to 2013), in which capacity he was responsible for leading the corporate business development activities of H.J.
Heinz Company; as Group Vice President and Chief Marketing Officer of the U.S. Retail Division (from 2011 to 2012), in which capacity
he was responsible for leading Heinz’s marketing and demand generation functions of their U.S. consumer products business; and in
various other leadership roles (from 2003 to 2011), including those in marketing and strategic planning functions. Prior to joining H.J.
Heinz Company, Mr. Ciesinski was a consultant with Ernst & Young LLP.
The Board has determined that Mr. Ciesinski is independent
in accordance with the Company’s corporate governance guidelines and applicable requirements of the New York Stock Exchange and
the Securities and Exchange Commission (the “SEC”). The Board has determined, based on his personal abilities, qualifications,
knowledge, judgment, character, leadership skills and executive experience, that Mr. Ciesinski is qualified to serve on the Board and
will make a positive contribution to the Board. Mr. Ciesinski has not been a party to any transaction involving the Company required to
be disclosed under Item 404(a) of Regulation S-K.
The current compensation paid to non-employee members
of the Board as last approved by the Board in December 2020, consists of an annual cash retainer of $100,000 and an annual stock grant
equal to $100,000 in value.
The Board has also appointed Mr. Ciesinski as a member of its Audit
Committee and its Corporate Governance Committee. Based on his (i) understanding of generally accepted accounting principles and financial
statements; (ii) ability to assess the general application of such principles in connection with the accounting for estimates, accruals
and reserves under U.S. GAAP; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably
be expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged
in such activities; (iv) understanding of internal controls and procedures for financial reporting; and (v) understanding of audit committee
functions, the Board has determined that Mr. Ciesinski is an “audit committee financial expert” as such term is defined under
the rules and regulations of the SEC.
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.
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ESSENTIAL
UTILITIES, INC.
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|
|
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July 6, 2021
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By:
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/s/
Christopher P. Luning
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Name:
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Christopher
P. Luning
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Title:
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Executive
Vice President, General Counsel and Secretary
|
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