0000356309 false NEW JERSEY RESOURCES
CORP 0000356309 2020-11-08 2020-11-09 iso4217:USD xbrli:shares
iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
DC 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):
November 9, 2020
NEW JERSEY RESOURCES
CORPORATION
(Exact Name of
registrant as specified in its charter)
New Jersey |
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001-08359 |
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22-2376465 |
(State
or Other |
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(Commission |
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(IRS
Employer |
Jurisdiction |
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File
Number) |
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Identification
No.) |
of
Incorporation) |
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1415 Wyckoff Road |
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Wall,
New Jersey |
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07719 |
(Address of
Principal Executive Offices) |
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(Zip
Code) |
(732)
938-1480
(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:
[ ] |
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[ ] |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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[ ] |
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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 |
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Trading
Symbol(s) |
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Name
of each exchange on
which registered |
Common Stock - $2.50 par value |
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NJR |
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New York Stock Exchange |
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.
(e)
Fiscal 2021 Officer Annual Incentive
Plan
At its November 9,
2020 meeting, the Leadership Development and Compensation Committee
(the “LDCC”) of the Board of Directors (the “Board”) of New Jersey
Resources Corporation (the “Company”) approved several items
relating to compensatory arrangements with its named executive
officers (“NEOs”). The details of these approvals are outlined
below.
On November 9,
2020, the LDCC approved the Company’s fiscal year 2021 Officer
Annual Incentive Plan (the “2021 OIP”) for officers of the Company
and its subsidiaries. For fiscal year 2021, each of the Company’s
NEOs participate in the 2021 OIP. The objectives for the 2021 OIP
are to maintain line of sight for each executive officer by
providing them with an understanding of their individual objectives
and how they could be achieved based on areas that they impact,
continue the linkage to corporate results and provide flexibility
to determine awards based on qualitative performance
assessments.
The performance
criteria for receiving an annual incentive award under the 2021 OIP
are net financial earnings (“NFE”), individual leadership and the
Company’s “Commitment to Stakeholders” goals. Under the 2021 OIP, a
performance hurdle based on the Company’s NFE for fiscal year 2021
must be met in order to be eligible to receive an award. Each of
the NEO’s annual incentive awards under the 2021 OIP is based 50
percent on the Company’s NFE, 30 percent on the NEO achieving an
individual leadership component and 20 percent on the Company
meeting the goals of an overall “Commitment to Stakeholders”
component. Under the 2021 OIP, the target annual incentive award
opportunity for the NEOs, other than the President and Chief
Executive Officer, ranges from 40 to 60 percent of base salary and
the target annual incentive award opportunities for the President
and Chief Executive Officer is 110 percent of base salary. Actual
fiscal year 2021 cash incentive award payments under the 2021 OIP,
if earned, could range from 0 percent up to 150 percent of this
targeted amount for each of the NEOs. Amounts payable under the
2021 OIP that exceeded 100 percent of the target amount could be
paid in full, or in part, in the form of restricted stock units
(“RSUs”) and/or Deferred Retention Stock Units (“DRSUs”) based on
the President and Chief Executive Officer’s recommendation and
subsequent approval by the LDCC, or in the case of the President
and Executive Officer, based on the LDCC’s
determination.
In addition, under
the 2021 OIP, based upon the recommendations of the President and
Chief Executive Officer, the LDCC reserves the ability to modify,
based upon its qualitative assessment, any annual incentive award
payable. In addition, the President and Chief Executive Officer,
subject to LDCC approval, may recommend special recognition awards
to NEOs who have made significant contributions and have
demonstrated a sustained level of outstanding performance. The LDCC
may approve special recognition awards to the President and Chief
Executive Officer. The special recognition awards, if any, may be
in the form of cash, RSUs or DRSUs.
Any award payable
to an NEO under the 2021 OIP is subject to the Company’s
“Compensation Recoupment Policy.”
Long-Term Incentive Program
Awards
Pursuant to grants
made on November 9, 2020, the Board awarded (i) performance share
units with performance criteria based upon the Company’s total
shareholder return (“FY 2021 TSR Performance Share Units”) and with
performance criteria based upon the Company’s cumulative NFE per
share (“FY 2021 NFE Performance Share Units”) to each of the
Company’s NEOs; (ii) RSUs to each of the NEOs, other than Mr.
Stephen D. Westhoven; and (iii) performance-based RSUs with
performance criteria based upon an NFE-based performance (“PBRSUs”)
goal to Mr. Westhoven (such awards, collectively, the “Awards”),
all pursuant to the Company’s 2017 Stock Award and Incentive
Plan.
Performance Share
Units
The FY 2021 TSR
Performance Share Units vest, if at all, at the end of a 36-month
performance period beginning on October 1, 2020, and ending on
September 30, 2023, based on relative Company total shareholder
return versus an established comparator group.
The FY 2021 NFE
Performance Share Units vest, if at all, based upon the Company’s
cumulative NFE per share over the 36-month period beginning on
October 1, 2020, and ending on September 30, 2023.
On their vesting
dates, the FY 2021 TSR Performance Share Units and FY 2021 NFE
Performance Share Units are payable in shares of the Company’s
common stock (“Common Stock”) in amounts ranging from zero to 150
percent of the number of granted performance share units.
Additional shares of Common Stock may be awarded on the vesting
dates with respect to the computed value of dividend equivalents
accrued (measured against the Common Stock) during the performance
measurement periods, subject to the Company’s achievement of
prescribed performance goals. If the Company’s performance does not
meet the minimum threshold level, no units will vest.
Restricted Stock
Units
The RSUs awarded by
the Company to the NEOs will accrue dividends and will vest in
three equal installments on October 15, 2021, October 15, 2022 and
October 15, 2023, subject to continued employment of the NEO, in
each case except under certain conditions. The RSUs are payable in
shares of the Company’s Common Stock.
Performance-Based Restricted Stock
Units
The PBRSUs awarded
to Mr. Westhoven will accrue dividends and may vest in up to three
equal installments on September 30, 2021, September 30, 2022, and
September 30, 2023, if the NFE-based performance goal for the
fiscal year ending September 30, 2021 is achieved, and subject to
his continued employment, except under certain conditions. The
PBRSUs are payable in shares of the Company’s Common
Stock.
Award Agreements
The foregoing
descriptions of the forms of the FY 2021 Performance Share Units
Agreement – TSR, the FY 2021 Performance Share Units Agreement
(NFE), the FY 2021 Restricted Stock Units Agreement, and the FY
2021 Performance-based Restricted Stock Units Agreement (together,
the “Award Agreements”), are qualified in their entirety by the
terms and provisions of the Award Agreements, which are attached
hereto as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit
10.4, respectively, and are incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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 by the
undersigned hereunto duly authorized.
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NEW JERSEY
RESOURCES CORPORATION |
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Date: November
13, 2020 |
By: |
/s/
Patrick J. Migliaccio |
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Patrick J.
Migliaccio |
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Senior Vice
President and Chief Financial |
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Officer |
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New Jersey Resources (NYSE:NJR)
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