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): December 1, 2023

UNITIL CORPORATION

(Exact name of registrant as specified in its charter)


New Hampshire	1-8858	02-0381573
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6 Liberty Lane West, Hampton, New Hampshire		03842-1720
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (603) 772-0775

N/A

(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	Name of each exchange of which registered
Common Stock, no par value	UTL	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

(b) On December 1, 2023, Eben S. Moulton provided notice that he will resign as a member of the Board of Directors (the “Board”) of Unitil Corporation (the “Company”), effective December 1, 2023. Mr. Moulton has served on the Board as well as the Compensation Committee since 2000, including as chair of the Compensation Committee from 2000 to 2017. Mr. Moulton elected to resign from the Board prior to the expiration of his current term in April 2025 in order to pursue additional personal interests in his retirement years. Mr. Moulton’s resignation is not due to a disagreement with the Company.

Item 7.01 Regulation FD Disclosure

A copy of the Company’s press release announcing Mr. Moulton’s resignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Number		Exhibit

99.1		Press Release Dated December 1, 2023

104		Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.


UNITIL CORPORATION

By:		/s/ Daniel J. Hurstak
		Name: Daniel J. Hurstak
		Title: Senior Vice President, Chief Financial Officer and Treasurer

Date:		December 5, 2023


		Exhibit 99.1

FOR RELEASE

Unitil Announces Director Resignation

—————————————————————————————————

HAMPTON, NH, December 1, 2023: Unitil Corporation (NYSE: UTL) (unitil.com) today announced that Eben S. Moulton will resign as a member of the Board of Directors (the “Board”) of Unitil Corporation, effective as of today, December 1, 2023. Mr. Moulton has served on the Board since 2000, including as chair of the Compensation Committee from 2002 to 2017. Mr. Moulton elected to resign from the Board prior to the expiration of his current term in April 2025 in order to pursue additional personal interests in his retirement years.

“On behalf of our leadership team and the entire Unitil Board, I would like to thank Eben for his many contributions in the boardroom and for his expertise and dedicated service over an extraordinary 23-year period,” said Thomas P. Meissner, Jr., Unitil’s Chairman and Chief Executive Officer. “Eben’s guidance has been incredibly valuable to me, the Board and our entire leadership team as we position our Company for long-term success in an evolving energy industry. While we will miss Eben’s thoughtful perspectives, we wish Eben and his family all the best following his retirement.”

Currently, Mr. Moulton is the senior advisor to Seacoast Capital Corporation (a private equity firm), which he founded in 1995. Prior to 1995, Mr. Moulton was president of Signal Capital Corporation. Mr. Moulton earned a Bachelor of Arts degree from Colorado College, a Master of Business Administration from Columbia University, and a Ph.D. from Vanderbilt University.

About Unitil Corporation

Unitil Corporation provides energy for life by safely and reliably delivering electricity and natural gas in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to the delivery of dependable, more efficient energy. Unitil Corporation is a public utility holding company with operations in Maine, New Hampshire and Massachusetts. Together, Unitil’s operating utilities serve approximately 108,100 electric customers and 87,500 natural gas customers. For more information about our people, technologies, and community involvement please visit unitil.com.

6 Liberty Lane West

Hampton, NH 03842

T 603.772.0775

www.unitil.com

LOGO

For more information please contact:

Todd Diggins – Investor Relations

Phone: 603-773-6504

Email: diggins@unitil.com

Alec O’Meara – External Affairs

Phone: 603-773-6404

Email: omeara@unitil.com

6 Liberty Lane West

Hampton, NH 03842

T 603.772.0775

www.unitil.com

Document and Entity Information	Dec. 01, 2023
Cover [Abstract]
Entity Registrant Name	UNITIL CORP
Amendment Flag	false
Entity Central Index Key	0000755001
Document Type	8-K
Document Period End Date	Dec. 01, 2023
Entity Incorporation State Country Code	NH
Entity File Number	1-8858
Entity Tax Identification Number	02-0381573
Entity Address, Address Line One	6 Liberty Lane West
Entity Address, City or Town	Hampton
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03842-1720
City Area Code	(603)
Local Phone Number	772-0775
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, no par value
Trading Symbol	UTL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false