UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 27, 2022, the Company held its Annual Meeting of Shareholders at its offices in Hampton, NH. As of the record date for the meeting, the Company had 16,016,131 shares of common stock issued and outstanding and entitled to vote at the meeting. Of these shares, 14,046,872, or 87.7%, were present in person or represented by proxy at the meeting, which constituted a quorum for the transaction of business at the meeting. At the meeting, the Company’s shareholders voted:
| 1. | To elect three directors of the Company in Class I, nominated by the Company’s Board of Directors, each to serve a three-year term. The final vote was as follows: |
| No. of Shares | ||||||||||||||||
| For | Withheld | Broker Non Vote | Uncast | |||||||||||||
| Edward F. Godfrey |
11,418,725.02 | 568,149.83 | 2,059,998.00 | 0 | ||||||||||||
| Eben S. Moulton |
11,426,003.00 | 560,871.85 | 2,059,998.00 | 0 | ||||||||||||
| David A. Whiteley |
7,898,378.16 | 4,088,496.69 | 2,059,998.00 | 0 | ||||||||||||
All of the directors listed above were elected as directors at the meeting.
2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022.The final vote was as follows:
| No. of Shares | ||||||||
| For |
Against |
Abstain |
Broker Non Vote |
Uncast | ||||
| 13,839,211.35 |
146,308.00 | 61,353.50 | 0 | 0 | ||||
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The final vote was as follows:
| No. of Shares | ||||||||
| For |
Against |
Abstain |
Broker Non Vote |
Uncast | ||||
| 11,521,781.34 |
356,478.85 | 108,614.66 | 2,059,998.00 | 0 | ||||
| Item 7.01 | Regulation FD Disclosure |
On May 1, 2022, the Company adopted a written plan for trading securities under Rule 10b5-1 (the “10b5-1 trading plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to facilitate the repurchase of shares of its common stock in connection with the annual equity retainer for the members of the Board of Directors.
The 10b5-1 trading plan provides that a broker selected by the Company shall repurchase, on the Company’s behalf, shares of the Company’s common stock on the open market pursuant to the terms and limitations specified in the plan, including compliance with Rule 10b-18 under the Exchange Act. There can be no assurance that any shares will be repurchased by the Company either through the 10b5-1 trading plan or otherwise.
The Company may suspend or terminate the 10b5-1 trading plan at any time, so long as the suspension or termination is made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, or other applicable securities laws.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Number |
Exhibit | |
| 99.1 | Unitil Corporation 2022 10b5-1 Plan Agreement dated May 1, 2022 | |
| 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/ Robert B. Hevert | ||
| Robert B. Hevert | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
Date: May 3, 2022