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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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 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2023, 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 16,082,619.00 shares of common stock issued and outstanding and entitled to vote at the meeting. Of these shares, 14,165,224.18 shares, or 88.08%, 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:
Proposal 1: To elect four directors in Class II, 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 | |||||||||||||
| Neveen F. Awad |
11,874,665.62 | 307,231.56 | 1,983,327.00 | 0 | ||||||||||||
| Winfield S. Brown |
11,830,399.61 | 351,497.57 | 1,983,327.00 | 0 | ||||||||||||
| Mark H. Collin |
11,341,891.93 | 840,005.25 | 1,983,327.00 | 0 | ||||||||||||
| Michael B. Green |
11,286,137.11 | 895,760.07 | 1,983,327.00 | 0 | ||||||||||||
All of the directors listed above were elected as directors at the meeting.
Proposal 2: To elect one director in Class I, nominated by the Company’s Board of Directors, to serve an initial term of two years. The final vote was as follows:
| No. of Shares | ||||||||||||||||
| For | Withheld | Broker Non Vote |
Uncast | |||||||||||||
| Anne L. Alonzo |
11,924,493.87 | 257,403.31 | 1,983,327.00 | 0 | ||||||||||||
The director listed above was elected as a director at the meeting.
Proposal 3: To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023. The final vote was as follows:
| No. of Shares | ||||||||
| For |
Against |
Abstain |
Broker Non Vote |
Uncast | ||||
| 13,919,060.98 | 192,456.26 | 53,706.94 | 0 | 0 | ||||
Proposal 4: 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 | ||||
| 11,825,693.43 | 288,163.64 | 68,040.11 | 1,983,327.00 | 0 | ||||
Proposal 5: On an advisory basis, as to whether future approval, on an advisory basis, of the compensation of the Company’s named executive officers should occur every one, two or three years. The final vote was as follows:
| No. of Shares | ||||||||
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non Vote | ||||
| 11,326,781.51 | 52,621.83 | 743,769.54 | 58,724.30 | 1,983,327.00 | ||||
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 | |
| Daniel J. Hurstak | ||
| Senior Vice President, Chief Financial Officer and Treasurer |
Date: May 2, 2023
Document and Entity Information |
Apr. 26, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | UNITIL CORP |
| Amendment Flag | false |
| Entity Central Index Key | 0000755001 |
| Document Type | 8-K |
| Document Period End Date | Apr. 26, 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 |