0000766829FALSE00007668292023-04-282023-04-28
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) April 26, 2023
SJW Group
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | | | | |
| Delaware | | 001-8966 | | 77-0066628 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | | | | | | | |
| 110 West Taylor Street, | San Jose, | CA | | 95110 |
| (Address of principal executive offices) | | (Zip Code) |
(408) 279-7800
Registrant’s telephone number, including area code
Not Applicable
(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(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | SJW | | New York Stock Exchange LLC |
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 ☐
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| Item 2.02: | Results of Operations and Financial Condition. |
On May 1, 2023, SJW Group announced its financial results for the quarter ended March 31, 2023. A copy of the press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated into this Item 2.02 of Form 8-K by reference.
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| Item 5.07: | Submission of Matters to a Vote of Security Holders. |
At the Corporation's 2023 annual meeting of stockholders held on April 26, 2023, the following proposals were approved by the stockholders: (i) the election of eight (8) nominees listed in the proxy statement to serve on the Board of Directors of the Corporation, (ii) the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis, (iii) the frequency of the stockholder vote on executive compensation, on an advisory basis, (iv) the 2023 Long-Term Incentive Plan, (v) the 2023 Employee Stock Purchase Plan, and (vi) the ratification of the appointment of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2023, each by the votes set forth below:
Proposal 1: Election of Directors:
| | | | | | | | | | | | | | |
| Name of Director | For | Against | Abstain | Broker Non-Votes |
| Carl Guardino | 24,417,028 | 231,580 | 18,435 | 2,724,092 |
| Mary Ann Hanley | 24,485,841 | 163,162 | 18,040 | 2,724,092 |
| Heather Hunt | 23,804,560 | 842,059 | 20,424 | 2,724,092 |
| Rebecca A. Klein | 23,991,764 | 656,684 | 18,595 | 2,724,092 |
| Gregory P. Landis | 23,891,424 | 752,247 | 23,372 | 2,724,092 |
| Daniel B. More | 23,955,385 | 689,192 | 22,466 | 2,724,092 |
| Eric W. Thornburg | 23,770,016 | 879,816 | 17,211 | 2,724,092 |
| Carol P. Wallace | 24,514,428 | 131,300 | 21,315 | 2,724,092 |
Proposal 2: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 23,195,924 | 1,419,771 | 51,348 | 2,724,092 |
Proposal 3: Approval, on an advisory basis, the frequency of the stockholder vote on executive compensation:
| | | | | | | | | | | | | | |
1-Year | 2-Years | 3-Years | Abstain | Broker Non-Votes |
| 24,028,314 | 8,847 | 572,098 | 57,784 | 2,724,092 |
In light of the stockholder vote on Proposal 3, the Corporation will include an advisory stockholder vote on the compensation of the named executive officers in its proxy statement once every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.
Proposal 4: Approval of the 2023 Long-Term Incentive Plan:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 22,850,992 | 1,777,511 | 38,540 | 2,724,092 |
Proposal 5: Approval of the 2023 Employee Stock Purchase Plan:
| | | | | | | | | | | |
For | Against | Abstain | Broker Non-Votes |
| 24,238,998 | 402,377 | 25,668 | 2,724,092 |
Proposal 6: Ratification of Appointment of Independent Registered Public Accounting Firm:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 27,252,666 | 111,496 | 26,973 | 0 |
| | | | | | | | |
| Item 9.01: | Financial Statements and Exhibits.
|
| (d) | Exhibits |
| | | | | |
Exhibit
Number | Description of Document |
| |
| 99.1 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within 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 thereunto duly authorized.
SJW GROUP
| | | | | |
Date: May 1, 2023 | /s/ Andrew F. Walters |
| Andrew F. Walters, Chief Financial Officer |