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): February 18, 2020
SOUTH JERSEY INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)
|
New Jersey
|
|
1-6364
|
|
22-1901645
|
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
1 South Jersey Plaza, Folsom, NJ 08037
(Address of Principal Executive Offices) (Zip Code)
(609) 561-9000
(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:
☐
|
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 - $1.25 par value per share
|
SJI
|
New York Stock Exchange
|
|
5.625% Junior Subordinated Notes due 2079
|
SJIJ
|
New York Stock Exchange
|
|
Corporate Units
|
SJIU
|
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
|
On February 14, 2020, the Board of Directors (the “Board) of South Jersey Industries, Inc. (the Company”), upon the recommendation of the Governance
Committee, elected Mr. Kevin O’Dowd, Co-President and CEO of Cooper University Healthcare,, as a new director effective as of February 14, 2020, (“the Effective Date”). The Company expects that Mr. O’Dowd will be appointed to committees by the Board following the Company’s annual meeting of shareholders in the second quarter of 2020.
Mr. Holland does not have any familial relationship with an director or executive officer of the Company and there are no transactions that require disclosure pursuant to
Item404(a) of Regulation S-K.
Mr. Holland will participate in the Company’s nonemployee director compensation programs, which are described in the Company’s proxy statement for its 2019 Annual Meeting
of Shareholders filed with the Securities and Exchange Commission on March 15, 2019.
A copy of the Company’s press release announcing the election of Mr. Holland is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
In connection with the election of Mr. Holland, the Board approved an amendment to the Company’s By-Laws increasing the number of Board Members from ten
(11) to eleven (12). The revised applicable provision of the By-Laws is attached hereto as Exhibit 3.1.
Item 9.01(d) Exhibits.
Exhibit Index
|
|
Amendment to South Jersey Industries, Inc. By-Laws effective February 14, 2020
|
| 99.1 |
Press release dated, February 14, 2020, issued by South Jersey Industries, Inc.
|
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
|
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 thereunto duly authorized.
| |
|
| |
SOUTH JERSEY INDUSTRIES, INC.
|
| |
|
|
Date: February 14, 2020
|
/s/ Melissa Orsen
|
| |
Melissa Orsen
|
| |
General Counsel and Senior Vice President
|