TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 16, 2022 Jeffry M. Householder President and Chief Executive Officer Chesapeake Utilities Corp 909 Silver Lake Boulevard Dover, Delaware 19904 Re: Chesapeake Utilities Corp Definitive Proxy Statement on Schedule 14A Filed March 22, 2022 File No. 001-11590 Dear Mr. Householder: We have limited our review of your most recent definitive proxy statement to those issues we have addressed in our comments. Please respond to these comments by confirming that you will enhance your future proxy disclosures in accordance with the topics discussed below as well as any material developments to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K. Definitive Proxy Statement on Schedule 14A filed March 22, 2022 General 1. Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from shareholders. 2. Please expand upon the role that your independent Chair plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your independent Chair may: represent the board in communications with shareholders and other stakeholders; require board consideration of, and/or override your CEO on, any risk matters; or provide input on design of the board itself. 3. Please expand upon how your board administers its risk oversight function. For example, Jeffry M. Householder Chesapeake Utilities Corp September 16, 2022 Page 2 please disclose: how you apply different oversight standards based upon the immediacy of the risk assessed; whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; whether you have a Chief Compliance Officer and to whom this position reports; and how your risk oversight process aligns with your disclosure controls and procedures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551- 3412 with any questions. FirstName LastNameJeffry M. Householder Sincerely, Comapany NameChesapeake Utilities Corp Division of Corporation Finance September 16, 2022 Page 2 Disclosure Review Program FirstName LastName