UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

☑	Filed by the Registrant	☐	Filed by a Party other than the Registrant
☐	Filed by a Party other than the Registrant

Check the appropriate box:
☑	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

South Jersey Industries, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☐	No fee required.
☐	Fee paid previously with preliminary materials.
☒	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

Environmental, Social, Governance (ESG)

Since 2018 South Jersey Industries has been working to develop and formalize its ESG Strategy with the creation of a management ESG Committee. Our Board of Directors understands the importance and impact of ESG on our organization, and, as a result, it expanded the role of the Board’s Corporate Responsibility Committee and renamed it the ESG Committee to reflect enhanced oversight of our ESG Initiatives. The ESG Committee of the Board provides oversight, monitoring and guidance on environmental and social-related risk and opportunities. To learn more about the ESG Committee of the Board, please go to page 0.
	In April of 2021, SJI announced a comprehensive clean energy plan, including a timeline to achieve carbon-neutral operations. SJI has set forth benchmarks to achieve a 70% carbon reduction of operational emissions and consumption by the year 2030 and 100% reduction by 2040. Moving forward, SJI is committing at least 25% of annual capital expenditures on sustainability projects. Additionally, during 2021, SJI formed a Sustainability and Greenhouse Gas Emissions (GHG) Reduction Committee responsible for the development, execution and oversight of all clean energy and sustainability initiatives for the organization.
		Due to the COVID-19 pandemic we shifted most of our workforce to remote work and increased our efforts to both engage and focus on the emotional health and well-being of our employees during this unprecedented time. At SJI, we encourage our employees to use their voices to build a high-performing and engaged culture. We conduct biennial engagement surveys and periodic pulse surveys to measure how we’re performing in these areas. Our commitment to Diversity and Inclusion is central to who we are as One SJI, with inclusion as a core value in our Collective Ambition that unites us under a singular vision, purpose and aspiration. We have enhanced our Diversity, Equity and Inclusion (“DEI”) strategy to focus on three tenants: talent, supplier diversity and community partnerships, which serve as the foundation of SJI’s DEI program.
	As described above, the Board of Directors has established an internal Environmental, Social and Governance (ESG) Management Committee that includes cross-functional members of management from key areas of the Company such as ESG, human resources, legal, risk management, communications, safety and environment. The committee is responsible for managing the implementation of the company’s key sustainability and ESG strategies, initiatives, and policies and provides guidance on the Company’s ESG reporting. To date, SJI has utilized the Edison Electric/American Gas Association (EEI/AGA) ESG Template and the Sustainability Accounting Standards Board (SASB) frameworks for its ESG reporting.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED MARCH 30, 2022

  South Jersey Industries, Inc.
1 South Jersey Plaza
Folsom, New Jersey 08037
Tel. (609) 561-9000
Fax (609) 561-7130

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:	[•]
Time:	[•] Eastern Time
Online:	www.virtualshareholdermeeting.com/SJI2022

To the Shareholders of South Jersey Industries

NOTICE IS HEREBY GIVEN that South Jersey Industries, Inc.’s (the “Company” or “SJI”) 2022 Annual Meeting of Shareholders (the “Annual Meeting”) will be held online at: www.virtualshareholdermeeting.com/SJI2022 on [•], at [•] Eastern Time, for the following purposes:

1.
To elect 10 director nominees who are listed in the accompanying proxy statement (term expiring 2023) (the “Director Elections Proposal”).

2.
To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of February 23, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SJI, NJ Boardwalk Holdings LLC, a Delaware limited liability company (“Parent”) and Boardwalk Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of Parent (“Merger Sub”) (the “Merger Proposal”).

Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into SJI, with SJI continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”) and, if the Merger is completed, SJI shareholders will have the right to receive $36.00 in cash, without interest, for each share of common stock owned immediately prior to the effective time of the Merger.

3.
To consider and vote on a proposal to approve, on an advisory, non-binding basis, the compensation that may be paid or may become payable to SJI’s named executive officers in connection with the Merger (the “Merger Advisory Compensation Proposal”).

4.To hold an advisory vote to approve executive compensation (the “Annual Advisory Compensation Proposal”).

5.
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2022 (the “Auditor Ratification Proposal”).

6.
To consider and vote on a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Annual Meeting (the “Adjournment Proposal”).

Voting can be completed in one of four ways:
	return the proxy card by mail		online at www.proxyvote.com
	via telephone at 1-800-690-6903		attend the meeting online at: www.virtualshareholdermeeting.com/SJI2022

The Board of Directors has fixed the close of business on [•] as the record date (the “Record Date”) for determining shareholders entitled to notice of, and to vote at, the Annual Meeting. Accordingly, only shareholders of record on that date are entitled to notice of, and to vote at, the Annual Meeting.

The obligations of SJI, Parent and Merger Sub to complete the Merger are subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement. A copy of the Merger Agreement is attached as Appendix A to this proxy statement, and you are encouraged to read it in its entirety.

The Board of Directors of the Company recommends that shareholders vote “FOR” the Director Elections Proposal, “FOR” the Merger Proposal, “FOR” the Merger Advisory Compensation Proposal, “FOR” the Annual Advisory Compensation Proposal, “FOR” the Auditor Ratification Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

You may attend online at: www.virtualshareholdermeeting.com/SJI2022. While attending online, you will be able to vote your shares and submit questions by following the instructions on the website.

Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares now. Please complete and sign the enclosed proxy card and promptly return it in the envelope provided or, if you prefer, you may vote by telephone or on the Internet. Please refer to the enclosed proxy card for instructions on how to use these options. Should you attend the Annual Meeting, you may revoke your proxy and vote in person.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt and approve the Merger Agreement, without your instructions.

The accompanying proxy statement provides you with more specific information about the Annual Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. You should carefully read the entire accompanying proxy statement, including the annexes and documents referred to or incorporated by reference therein. You may also obtain more information about the Company from the documents the Company files with the U.S. Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement.

If you have any questions or need assistance voting your shares, please contact: D.F. King & Co., Inc. the Company’s proxy solicitor, by calling (800) 549-6746 toll-free.

BY ORDER OF THE BOARD OF DIRECTORS

 

Corporate Secretary

Folsom, NJ

[•], 2022

YOUR VOTE IS IMPORTANT. PLEASE VOTE, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE OR VOTE BY TELEPHONE OR ON THE INTERNET.

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to be Held on [•]. The Proxy Statement, the Proxy Card and the 2021 Annual Report on Form 10-K are also available to view at www.sjindustries.com by clicking on Investors > Financial Reporting.

If you sign, date and mail your proxy card without indicating how you wish to vote, your shares will be voted as the Board of Directors recommends and your proxy will be counted as a vote “FOR” the Director Elections Proposal, “FOR” the Merger Proposal, “FOR” the Merger Advisory Compensation Proposal, “FOR” the Annual Advisory Compensation Proposal, “FOR” the Auditor Ratification Proposal, and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies.

The Merger has not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the Merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

THIS PROXY STATEMENT IS DATED [•], 2022 AND IS FIRST BEING MAILED

TO SHAREHOLDERS OF SJI ON OR ABOUT [•], 2022.

Table of Contents

PROXY STATEMENT SUMMARY	1
ANNUAL MEETING OF SHAREHOLDERS	1
VOTING MATTERS AND THE BOARD’S RECOMMENDATION	1
VOTES REQUIRED FOR APPROVAL	2
GENERAL INFORMATION	2
Shareholder Proposals and Nominations for the 2022 Annual Meeting of Shareholders	2
Other Proposed Action for the 2021 Annual Meeting of Shareholders	3
Householding of Annual Meeting Materials	3
FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING	4
QUESTIONS AND ANSWERS ABOUT THE MERGER	7

SUMMARY OF PROPOSALS TO BE VOTED ON	14
Proposal 1 - Director Elections Proposal	14
Proposal 2 - Merger Proposal	15
Proposal 3 - Merger Advisory Compensation Proposal	22
Proposal 4 - Annual Advisory Compensation Proposal	23
Proposal 5 - Auditor Ratification Proposal	25
Proposal 6 - Adjournment Proposal	26
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	27

ESG HIGHLIGHTS
ESG Overview – Inside Cover
Governance Highlights	9
Board Diversity	10
Clean Energy	11
Key Priorities	12
Shareholder Engagement	13
Board Oversight of ESG	40
ESG Committee	43

PROPOSAL 1 DIRECTOR ELECTIONS PROPOSAL	28
Highlights of Director Nominees	28
SECURITY OWNERSHIP	35
Directors and Management	35
Stock Ownership Requirements	36
Security Ownership of Certain Beneficial Owners	36
CORPORATE GOVERNANCE	37
The Board of Directors	37
Leadership Structure	37
Independence of Directors	37

Certain Relationships	37
Code of Conduct and Code of Ethics	38
Communication with Directors	38
Corporate Governance Materials	38
Board Evaluation Process	38
Meetings of the Board of Directors and its Committees	39
Board Oversight of Cybersecurity	40
Board Oversight of ESG	40
Board Oversight of Risk	41
Audit Committee	42
Compensation Committee	42
Compensation Committee Interlocks and Insider Participation	42
Environmental, Social & Governance Committee	43
Executive Committee	43
Nominating & Governance Committee	44
Strategy & Finance Committee	44
2021 Director Compensation Program	45
Independent Director Compensation for Fiscal Year 2021	46
Policies and Procedures for Related Party Transactions	46
Audit Committee Report	47
Fees Paid to the Independent Registered Public Accounting Firm	48
PROPOSAL 2 MERGER PROPOSAL	49
The Parties to the Merger	49
The Proposed Merger	50
General	50
Certain Effects of the Merger; Merger Consideration	50
Effect on the Company if the Merger is not Completed	50
Financing of the Merger Consideration	51
Background of the Merger	52
Recommendation of the Company's Board of Directors and its Reasons for the Merger	56
Opinion of BofA Securities	58
Forward Looking Financial Information	65
Regulatory Matters Relating to the Merger	67
Delisting and Deregistration of Company Securities	68
Litigation Relating to the Merger	68
No Dissenters' Rights	68
Accounting Treatment	69
U.S. Federal Income Tax Consequences of the Merger	69
Additional Interests of the Company's Directors and Executive Officers in the Merger	70
The Merger Agreement	73

Market Price of the Company's Common Stock and Dividend Data	87
Required Vote of Shareholders	88
PROPOSAL 3 MERGER ADVISORY COMPENSATION PROPOSAL	89
PROPOSAL 4 ANNUAL ADVISORY COMPENSATION PROPOSAL	90
EXECUTIVE COMPENSATION	90
COMPENSATION DISCUSSION & ANALYSIS	91
2021 Named Executive Officers	91
2021 Financial Achievements	93
Key Business and Operational Highlights	93
Good Governance Foundation	95
WHAT GUIDES OUR PROGRAM	96
Compensation Philosophy and Guiding Principles	96
Elements of Pay	96
Pay Mix	97
The Decision-Making Process	97
The Role of Market References/Benchmarking in Setting Compensation	98
2021 EXECUTIVE COMPENSATION PROGRAM ELEMENTS	99
Base Salary	99
Annual Incentives	99
2021 Annual Incentive Plan Design	100
Performance Metrics	103
Long-Term Incentive (LTI) Opportunities	104
Other Executive Compensation Practices and Policies	107
Stock Ownership Guidelines	107
Claw-back Policy	107
Anti-Hedging, and Anti-Pledging Policy	107
Risk Assessment	107
Retirement, Health and Welfare, and Other Benefits	107
Severance/Change in Control Agreements	108
Compensation Committee Report	108
Executive Compensation Tables	109
Summary Compensation Table	109
All Other Compensation	110
Grants of Plan-Based Awards	111
Outstanding Equity Awards at Fiscal Year-End – 2021 Stock Awards	112
Stock Vesting – 2021	114
Pension Benefits Table	115
Nonqualified Deferred Compensation Table	116
Change in Control Agreements and Other Potential Post-Employment Payments	117

Termination Table	118
Retirement Change in Control (CIC)	119
Section 280G Modified Cutback	119
Equity Compensation	119
CEO Pay Ratio	119
Securities Authorized for Issuance under Equity Compensation Plans	120
PROPOSAL 5 AUDITOR RATIFICATION PROPOSAL	121
PROPOSAL 6 ADJOURNMENT PROPOSAL	122
WHERE YOU CAN FIND MORE INFORMATION	123
FINANCIAL	124
2021 Annual Report on Form 10-K and Financial Information	124
ANNEXES
Annex A: Non-GAAP Measures	A-1
Annex B: Merger Agreement	B-1
Annex C: Opinion of BofA Securities	C-1

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED MARCH 30, 2022

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting.

2022 Annual Meeting Information
Time	Date	Location
[●] Eastern Time	[●]	www.virtualshareholdermeeting.com/SJI2022
Attending the Meeting You may access the meeting by going to www.virtualshareholdermeeting.com/SJI2022 and following the prompts. You will be asked to provide your control number, as shown on your Proxy Card. If you do not have a control number, contact your broker for access or follow the instructions provided in your proxy materials.

Agenda, Voting Matters and the Board’s Recommendations

The following table summarizes the items that will be brought for a vote of our shareholders at the meeting, along with the recommendation of the Company’s Board of Directors (which we refer to as the “Board” or the “Board of Directors”) as to how shareholders should vote on each of them.

Proposals:	Board Recommendation	Page
1 Election of 10 director candidates nominated by the Board, each to serve a one-year term (the “Director Elections Proposal”)	FOR each nominee	14
2 The approval of the Merger Agreement (the “Merger Proposal”)	FOR	15
3 The advisory, non-binding compensation proposal relating to the Merger (the “Merger Advisory Compensation Proposal”)	FOR	22
4 An advisory vote to approve executive compensation (the “Annual Advisory Compensation Proposal”)	FOR	23
5 Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 (the “Auditor Appointment Proposal”)	FOR	25
6 Adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Annual Meeting (the “Adjournment Proposal”)	FOR	26

In addition to these matters, shareholders may be asked to vote on such other business as may properly be brought before the meeting or any adjournment or postponement thereof.

1 | South Jersey Industries, Inc. | 2022 Proxy Statement

Proxy Statement Summary

Votes Required for Approval

The table below summarizes the votes required for approval of each matter to be brought before the Annual Meeting, as well as the treatment of abstentions and broker non-votes.

Proposals:	Vote Required for Approval	Abstentions	Broker Non-Votes
1 Director Elections Proposal	Majority of votes cast	No effect	No effect
2 Merger Proposal	Majority of votes cast	No effect	No effect
3 Merger Advisory Compensation Proposal	Majority of votes cast	No effect	No effect
4 Annual Advisory Compensation Proposal	Majority of votes cast	No effect	No effect
5 Auditor Ratification Proposal	Majority of votes cast	No effect	Not applicable
6 Adjournment Proposal	Majority of votes cast	No effect	No effect

Websites

Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including on our website, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).

Forward-looking and other statements in this document may also address our environmental, social, and governance (ESG) and diversity, inclusion, and belonging progress, plans, and goals. The inclusion of such statements is not an indication that these are material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking environmental, diversity, and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

General Information

Shareholder Proposals and Nominations for the 2023 Annual Meeting of Shareholders Any proposal that a qualified shareholder of the Company wishes to include in the Company’s Proxy Statement and form of proxy for the Company’s 2023 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must be received by the Company at its principal executive offices by [●]. To be included, proposals should be mailed to the Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037.
Additionally, a shareholder of the Company may wish to nominate a director or have other business presented at the 2023 Annual Meeting of Shareholders, but not to have such proposal included in the Company’s Proxy Statement and form of proxy relating to that meeting. In compliance with the Company’s bylaws, notice of any such proposal must be received by the Company at its principal executive offices between [●] and [●]. However, if we hold our 2023 Annual Meeting of Shareholders more than 30 days before or 70 days after the anniversary date of the 2022 Annual Meeting of Shareholders, such notice must be received by us no later than the tenth day after the date on which we publicly disclose the date of the meeting. All such nominations and other proposals should be mailed to the Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037 and must satisfy the informational requirements set forth in our bylaws. If a nomination or proposal for other business is not received during this period, such proposal shall be deemed “untimely” for purposes of Rule 14a-4(c) under the Exchange Act, and, therefore, the proxies will have the right to exercise discretionary voting authority with respect to such proposal. In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a shareholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Rule 14a-19 to the Corporate Secretary no later than [●].

South Jersey Industries, Inc. | 2022 Proxy Statement | 2

Proxy Statement Summary

Other Proposed Action for the 2022 Annual Meeting of Shareholders

The Board of Directors knows of no matters other than those set forth in the Notice of Annual Meeting of Shareholders to come before the 2022 Annual Meeting. However, if any other business should properly be presented at the meeting, the proxies will be voted in accordance with the judgment of the person or persons holding the proxies pursuant to Rule 14a-4(c) under the Exchange Act.

Householding of Annual Meeting Materials

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to deliver a single copy of the proxy materials, including the Notice of Annual Meeting of Shareholders, this Proxy Statement and the 2021 Form 10-K, to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, called “householding,” allows us to reduce the number of copies of these materials we must print and mail. Even if householding is used, each shareholder will continue to be entitled to submit a separate proxy or voting instructions. Certain banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of “householding” proxy materials. If you are a beneficial owner of our shares and would prefer to receive separate copies of our Proxy Statement or Annual Report on Form 10-K for other shareholders in your household, either now or in the future, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee. Beneficial owners of our shares sharing an address who are receiving multiple copies of our Proxy Statement and/or our Annual Report on Form 10-K and who wish to receive a single copy of these materials in the future will need to contact their bank, broker, broker-dealer or other similar organization serving as their nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future. If you consent to householding, your election will remain in effect until you revoke it. Upon written or oral request to the Corporate Secretary at 1 South Jersey Plaza, Folsom, New Jersey 08037 Telephone: (609) 561-9000, the Company will promptly provide separate copies of the 2021 Annual Report on Form 10-K and/or this Proxy Statement.

3 | South Jersey Industries, Inc. | 2022 Proxy Statement

Proxy Statement Summary

Frequently Asked Questions About the Annual Meeting

Questions	Answers
Why am I being provided with these materials?	This Proxy Statement is furnished on behalf of the Board of Directors to solicit proxies for use at its Annual Meeting and at any adjournments or postponements thereof. The meeting is scheduled for [●], at [●] online at: www.virtualshareholdermeeting.com/SJI2022.
Who will pay the cost of this proxy solicitation?	The Company bears the cost of this solicitation, which is primarily made by mail. However, the Corporate Secretary or Company employees may solicit proxies by phone, fax, e-mail or in person, but they will not be separately compensated for these services. The Company will also use D. F. King at a cost not expected to exceed $17,500, plus expenses, to distribute to brokerage houses and other custodians, nominees, and fiduciaries additional copies of the proxy materials and 2021 Annual Report on Form 10-K for beneficial owners of our stock.
Who is entitled to vote?	Only shareholders of record, meaning those holders whose shares of our common stock, $1.25 par value per share (“common stock”), are registered directly with our transfer agent, Broadridge Financial Solutions, Inc. (“Broadridge”) at the close of business on [●] may vote at the meeting. If you are a beneficial owner, meaning you hold shares in our Company in “street name” (i.e., through a broker, bank or other nominee), you cannot vote your shares directly and must instead instruct your broker, bank or other nominee on how to vote your shares. On the Record Date, the Company had [●] shares of common stock outstanding. Shareholders of common stock are entitled to one vote per share on each matter to be acted upon.
How do I vote my shares for the 2022 Annual Meeting?	If you are a shareholder of record, you may vote by granting a proxy. Specifically, you may vote: • by internet—you may submit your proxy by going to www.proxyvote.com and following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your proxy card in order to vote by internet. • by telephone—you may submit your proxy by using a touch-tone telephone to dial 1-800-690-6903 and following the recorded instructions. You will need the 16-digit number included on your proxy card in order to vote by telephone. • by mail—you may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity, you must indicate your name and title or capacity. • online—www.virtualshareholdermeeting.com/SJI2022 Follow the instructions on the website to vote your shares. If you are a beneficial owner holding your shares in “street name,” you may vote by submitting voting instructions to your bank, broker or other nominee. In most instances, you will be able to do this on the internet, by telephone or by mail as indicated above. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

South Jersey Industries, Inc. | 2022 Proxy Statement | 4

Proxy Statement Summary

Questions	Answers
What do I need to do to attend the 2022 Annual Meeting of Shareholders and how will it be conducted?	The Company decided to hold a virtual meeting of shareholders this year in consideration of risks and uncertainties related to gathering shareholders, directors and management for an in-person meeting considering the current global pandemic. The meeting will be conducted on-line in a manner similar to an in-person meeting. You will be able to attend the Annual Meeting on-line, vote your shares electronically and submit questions related to the proposals during the meeting by visiting www.virtualshareholdermeeting.com/SJI2022 and following the instructions on your proxy. Rules and Conduct for the Annual Meeting will be available at the virtual forum site. The Annual Meeting will start promptly at [●] Eastern Time. The Company encourages you to access the Annual Meeting prior to the start time to allow time to complete the check-in procedures.
What constitutes a quorum?	A quorum is necessary to conduct the business. This means holders of at least a majority of the outstanding shares of common stock entitled to vote must be present at the meeting, either by proxy or in person. Abstentions and “broker non-votes” (as discussed below) will be treated as present to determine a quorum. In the absence of a quorum, the Chairman or his designee presiding over the meeting may adjourn the 2022 Annual Meeting from time to time, without notice other than by oral announcement at the meeting, until the time that a quorum is present.
What is a “broker non-vote” and how does it affect voting on each proposal?	A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner in “street name” does not vote on a particular proposal, because the bank, broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. See “Proxy Statement Summary—Votes Required for Approval” on page 2 for a discussion of which proposals do and do not permit discretionary voting by brokers and the effect of a “broker non-vote.”
What am I voting on, how many votes are required to approve each proposal, how are votes counted and how does the Board of Directors recommend I vote?	See “Proxy Statement Summary—Votes Required for Approval” on page 2 and “Proxy Statement Summary—Voting Matters and the Board’s Recommendation” on page 1 for this information.
What if I receive more than one proxy card about the same time?	It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card, or, if you vote by Internet or telephone, vote once for each proxy card you receive

5 | South Jersey Industries, Inc. | 2022 Proxy Statement

Proxy Statement Summary

Questions	Answers
What will be the result if I submit my proxy card without making specific instructions or abstain from voting?	Properly signed proxies received by the Company will be voted at the meeting. If a properly signed proxy contains a specific instruction about any matter to be acted on, the shares represented by the proxy will be voted according to those instructions. Conversely, if you sign and return your proxy but do not indicate how to vote for a particular matter, your shares will be voted as the Board of Directors recommends. If you abstain from voting, such action will have no effect on the outcome of the vote for the proposals. If other matters are properly brought before the Annual Meeting, or any adjournment of the Annual Meeting, your shares will be voted as the Board of Directors recommends. See “Proxy Statement Summary—Voting Matters and the Board’s Recommendation” on page 1 for information on the Board of Directors’ voting recommendations.
May I revoke my proxy or change my vote?	Yes. Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may revoke your proxy or change your vote by: • sending a written statement to that effect to the attention of our Corporate Secretary, 1 South Jersey Plaza, Folsom, New Jersey 08037, provided such statement is received no later than [●], or, in the case of voting of shares held through the Company’s 401(k) plan, no later than [●]; • voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on [●], or, in the case of voting of shares held through the Company’s equity incentive plans, no later than [●]; • submitting a properly signed proxy card with a later date that isreceived no later than [●], or, in the case of voting of shares held through the Company’s 401(k) plan, no later than [●]; or • attending the 2022 Annual Meeting and voting in person by ballot at the virtual meeting. If you are a beneficial owner holding your shares in “street name”, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the 2022 Annual Meeting if you obtain a signed proxy from the record holder (bank, broker or other nominee) giving you the right to vote the shares in person.
Who will count the votes? Where can I find the results of the 2022 Annual Meeting?	A representative of Broadridge will serve as inspector of elections and count all of the proxies or ballots submitted. We will disclose the final voting results on a current report on Form 8-K within four business days after the 2022 Annual Meeting.

South Jersey Industries, Inc. | 2022 Proxy Statement | 6

Proxy Statement Summary

Questions and Answers About the Merger

Questions	Answers
What will happen in the Merger, and as a shareholder, what will I receive in the Merger?	On February 23, 2022, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) with NJ Boardwalk Holdings LLC, a Delaware limited liability company (“Parent”) and Boardwalk Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Surviving Corporation”, and such transaction, the “Merger”). The Board is soliciting the vote of our shareholders to approve the Merger Proposal. The Merger cannot occur without the required approval of SJI’s shareholders. The Board unanimously recommends that shareholders vote “FOR” the Merger Proposal. If the Merger is completed, the Company will become a wholly-owned subsidiary of Parent, and you will be entitled to receive $36.00 in cash, without interest (the “merger consideration”), for each share of common stock that you owned immediately prior to the effective time of the Merger (the “effective time”). In addition, while it is not part of the merger consideration, the Merger Agreement provides that the Company may continue to declare and pay dividends (subject to certain limitations contained in the Merger Agreement) prior to the completion of the Merger, including a “stub period” dividend with respect to the period between the last quarterly dividend paid by us and the effective time.
How do the Company’s directors and executive officers intend to vote?	Our directors and executive officers beneficially owned [●] shares of common stock on [●], 2022, the record date for the Annual Meeting. These shares represented in total [●]% of our common stock outstanding and entitled to vote as of the record date. We currently expect that the Company’s directors and executive officers will vote their shares of common stock in favor of the Merger Proposal and the other proposals to be considered at the Annual Meeting, although they have no obligation to do so.
When do you expect the Merger to be completed?	We seek to complete the Merger as soon as reasonably practicable, subject to receipt of necessary or advisable regulatory approvals and approval of the Merger Proposal by our shareholders (the “Company shareholder approval”). We expect the Merger to be completed in the fourth quarter of 2022, subject to the approval of the Merger Proposal by the Company’s shareholders, the receipt of regulatory approvals and other customary closing conditions. However, we cannot predict when regulatory review will be completed, whether regulatory or Company shareholder approval will be received or the potential terms and conditions of any regulatory approval that is received. In addition, the satisfaction of certain other conditions to the Merger, some of which are outside of our control, could require the parties to complete the Merger later than expected or not to complete it at all. For a discussion of the conditions to the completion of the Merger and of the risks associated with obtaining regulatory approvals in connection with the Merger, see “The Proposed Merger—The Merger Agreement—Conditions to the Merger” beginning on page 84 and “The Proposed Merger—Regulatory Matters Relating to the Merger” beginning on page 67.

7 | South Jersey Industries, Inc. | 2022 Proxy Statement

Proxy Statement Summary

Questions	Answers
Should I send in my stock certificates now?	No. After the Merger is completed, Parent will send former Company shareholders written instructions for exchanging their stock certificates for the merger consideration.
Who can answer any questions I may have about the Annual Meeting or the Merger?	Our shareholders may contact D.F. King & Co., Inc., the Company’s proxy solicitor, by calling (800) 549-6746 toll-free.
Will I have to pay taxes on the merger consideration I receive?	The exchange of shares of our common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder (as defined in “The Proposed Merger—U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger will generally recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. Holder’s adjusted tax basis in the shares of our common stock exchanged in the Merger. Any such capital gain or loss will generally constitute long-term capital gain or loss if the U.S. Holder’s holding period for our common stock exchanged is more than one year as of the date of the Merger. A Non-U.S. Holder (as defined in “The Proposed Merger—U.S. Federal Income Tax Consequences of the Merger”) who receives cash in the Merger will generally not be subject to U.S. federal income tax on gain recognized, except in certain circumstances described in further detail below in “The Proposed Merger—U.S. Federal Income Tax Consequences of the Merger—Considerations for Non-U.S. Holders.” Each U.S. Holder is urged to consult its tax advisor regarding the U.S. federal income tax considerations to such U.S. Holder of the exchange of shares of our common stock for cash pursuant to the Merger in light of its particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).
What happens if I sell my shares of Company common stock before the Annual Meeting?	The record date for the Annual Meeting is earlier than the date of the Annual Meeting. If you own shares of common stock as of the close of business on the record date, but transfer your shares after the close of business on the record date but before the Annual Meeting, you will retain your right to vote such shares at the Annual Meeting, but you will no longer have the right to receive the merger consideration with respect to such shares.
Am I entitled to exercise dissenters’ rights instead of receiving the merger consideration for my shares of Company common stock?	No. Under Section 14A:11-1 of the New Jersey Business Corporation Act, Company shareholders do not have dissenters’ rights in connection with the Merger.
What happens if the Merger is not completed?	In the event that the Merger Proposal does not receive the required approval from our shareholders, or if the Merger is not completed for any other reason, our shareholders will not receive any payment for their shares of common stock in connection with the Merger. Instead, we will remain an independent public company and we expect that our common stock will continue to be listed and traded on the New York Stock Exchange (the “NYSE”), our common stock will continue to be registered under the Exchange Act, and shareholders will continue to own their shares of common stock.

South Jersey Industries, Inc. | 2022 Proxy Statement | 8

Proxy Statement Summary

Corporate Governance Highlights SJI is governed by a Board of Directors in which nine out of ten (9 out of 10) Directors are not SJI employees. Our Board of Directors, elected by the shareholders, is the Company’s ultimate decision-making entity, aside from matters reserved for shareholder consideration.		independent Chairman
		9 Independent Director nominees
		board refreshment and diversity
		the Board maintains six standing committees: Audit, Compensation, ESG, Executive, Nominating & Governance and Strategy & Finance
		regular sessions of Independent Directors
		annual election of Directors by majority vote
		long-standing commitment to ESG
		self-disclosure of diversity characteristics
		annual Board Evaluation

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Proxy Statement Summary

Director Tenure and Diversity

 

Director Nominees

*All Director Nominees have elected to self-disclose the following diversity characteristics

Name	Age	Gender	Race/Ethnicity	Director Since	Principal Occupation
Sarah Barpoulis	57	F	International	2012	Owner, Interim Energy Solutions, LLC
Victor Fortkiewicz	70	M		2010	Of Counsel, Cullen and Dykman, LLP
Sheila Hartnett-Devlin	63	F		1999	Trustee, Sector Select Fund
G. Edison Holland Jr.	68	M		2019	Retired, President and CEO, Southern Company Holdings; Retired, EVP Southern Company Services
Sunita Holzer	60	F	Asian	2011	CHRO, Verisk Analytics
Kevin O’Dowd	49	M		2020	Co-President/CEO, Cooper University Health Care
Christopher Paladino	61	M		2020	President, New Brunswick Development Corporation
Michael Renna*	54	M		2014	President and CEO, South Jersey Industries, Inc.
Joseph Rigby	65	M		2016	Chairman, South Jersey Industries, Inc.
Frank Sims	71	M	African American	2012	Chairman, Atlanta Pension Fund

*All Director Candidates are independent except for Mr. Renna.

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Proxy Statement Summary

21st Century Clean Energy Infrastructure Company

SOUTH JERSEY INDUSTRIES, INC.
Utility		Non-Utility
South Jersey Gas	Elizabethtown Gas	Energy Production		Energy Management
		Renewables	Decarbonization	Wholesale Services	​Retail Services

	$3B+ infrastructure company supplying safe, reliable and affordable energy and supporting economic growth
	transitioning to low carbon and renewable energy future in U.S. and New Jersey
	launched utility-centered $3.5B, 5-year capital plan -- with ~60% for sustainability investment
	utilities remain our core growth engine -- focus on infrastructure modernization to ensure safety, reliability and redundancy to 700,000+ customers
	disciplined non-utility strategy is complementary to utility business -- aligns with clean energy goals of our region focusing on decarbonization investments that generate strong project returns and predictable earnings
	committed to investment grade balance sheet, ample liquidity and solid credit metrics to execute growth plan

	~$3.9B Market Cap	~700,000 SJIU Customers	~1,100 SJI Employees
	~$3.7B Rate Base	$178M 2021 Economic Earnings	23 Years of Consecutive Dividend Increases
	70-80% Long-Term Regulated Earnings	~50% Emissions Reduction 2006-2019	~1.5% Annual Customer Growth Rate

11 | South Jersey Industries, Inc. | 2022 Proxy Statement

Proxy Statement Summary

Strong Track Record

Demonstrated Record of Commitment to Key Priorities

Environmental		Social	Governance
	stated goal for 70% reduction in consumption and emissions by 2030 and 100% by 2040
	at least 25% of annual capital spending for sustainability investment
	replacement of 800+ miles of vintage mains and related facilities
	energy efficiency programs that reduce customer consumption and cost
	RNG/Hydrogen initiatives to lower carbon content of gas and reduce emissions
	fuel cell investments to reduce emissions and support grid reliability
	solar installations in support of clean energy goals of our region
	200+ CNG vehicles across our fleet
	focus on safety and customer service
	51% workforce diversity across 1,100+ employees
	focused attention on Diversity, Equity, and Inclusion efforts and programs
	commitment to supplier diversity
	significant contributions to community & local non-profit organizations
	health and financial wellness programs to support employee engagement
	corporate giving and employee giving and volunteerism programs
	experienced board of directors with diverse skill set across disciplines
	30% of board members are female
	90% of board members are considered independent
	ESG and Diversity Council oversight and accountability
	annual independent third-party board effectiveness evaluation

South Jersey Industries, Inc. | 2022 Proxy Statement | 12

Proxy Statement Summary

Shareholder Engagement
Deceber - January		February - March
Enhance proxy statement and annual report content based on feedback and respond to shareholder concerns.		Ahead of annual meeting, conduct engagement with investors that have expressed any concerns or questions over ballot items and proxy statement
September - November		April - August
Conduct general off-season engagement outreach with shareholders and proxy advisors.		Review and summarize feedback from annual meeting, identify potential areas of concern, track governance trends, and finalize ESG Report.

Key Topics Discussed with Shareholders in 2021
COVID-19 Response		business operations continue to function effectively during pandemic
ESG		dynamic ESG Annual Report, updated in real time
Environment		demonstrated record of commitment to sustainability
		decarbonization goal of 70% reduction in emissions by 2030 and 100% by 2040
		60% of total capex 2021 – 2025 allocated toward sustainability investments
		ongoing commitment beyond 2025 for at least 25% of annual capex for sustainability investments
Social		focus on identifying D&I strengths and areas of talent opportunity while expanding sourcing channels to drive increased diverse representation
		purposeful emphasis and enhancements on community partnership initiatives and increased commitment to strengthening diverse supplier base
		committed focus on the emotional health and well-being of the entire employee population during the pandemic
Mission & Strategy		disciplined growth plan
		sustainability investment
Corporate Governance		board of directors have diverse qualifications and experiences, and are aligned to our current and future strategy and business needs
		commitment to Board Refreshment – in last three years, three Directors have retired and three have been added
		commitment to Board Diversity – with at least 30% female representation and 30% ethnic diversity since 2012
One SJI   Committed To A Clean Energy Future Through Environmental, Social and Governance Investment

13 | South Jersey Industries, Inc. | 2022 Proxy Statement

SUMMARY OF PROPOSAL 1   DIRECTOR ELECTIONS PROPOSAL

At the Annual Meeting, 10 directors are to be elected to the Board of Directors to hold office for a one-year term. The Board nominated the following persons: Sarah M. Barpoulis, Victor A. Fortkiewicz, Sheila Hartnett-Devlin, G. Edison Holland Jr., Sunita Holzer, Kevin M. O’Dowd, Christopher J. Paladino, Michael J. Renna, Joseph M. Rigby and Frank L. Sims. We do not anticipate that, if elected, any of the nominees will be unable to serve. If any should be unable to accept the nomination or election, the persons designated as proxies on the proxy card may vote for a substitute nominee selected by the Board of Directors. In accordance with its Charter, the Nominating & Governance Committee reviewed the education, experience, judgment, diversity and other applicable and relevant skills of each nominee and determined that each nominee possesses skills and characteristics that support the Company’s strategic vision. The Nominating & Governance Committee determined that the key areas of expertise include: corporate governance; cybersecurity/IT; enterprise leadership; environmental, social, governance (ESG); financial expertise (including accounting, finance, and “audit committee financial experts” as defined by the SEC); governmental and regulatory; human resources; public/shareholder relations; risk assessment/management; strategy formation/execution; and technical/industry. The Nominating & Governance Committee concluded that the nominees possess expertise and experience in these areas, and the Board approved the slate of nominees. Based on their expertise and experience, the Board, upon recommendation of the Nominating & Governance Committee, determined the following directors should be nominated for re-election to the Board at the Annual Meeting to serve until the 2023 Annual Meeting of Shareholders:

Highlights of Director Nominees

  Sarah M. Barpoulis
Age: 57
Director since: 2012
Owner of Interim Energy Solutions, LLC, Potomac, MD

   
Sheila Hartnett-Devlin, CFA
Age: 63
Director since: 1999
Trustee, Select SectorSPDR Fund
Boston, MA

  Sunita Holzer
Age: 60
Director since: 2011
Chief Human Resources Officer, Verisk Analytics, Jersey City, NJ

  Christopher J. Paladino
Age: 61
Director since: 2020
President, New Brunswick Development Corporation,New Brunswick, NJ

  Joseph M. Rigby
Age: 65
Director since: 2016
Chairman, (non-executive) South Jersey Industries, Folsom, NJ Retired, Chairman, President and Chief Executive Officer of Pepco Holdings, Inc. Washington, D.C.

  Victor A. Fortkiewicz
Age: 70
Director since: 2010
Of Counsel, Cullen and Dykman,LLP,
New York, NY

  G. Edison Holland, Jr.
Age: 68
Director since: 2019
Retired, President and CEO,
Southern Company Holdings;
Retired, Executive Vice President, Southern Company Services,Atlanta, GA

  Kevin M. O’Dowd
Age: 49
Director since: 2020
Co-President/CEO of Cooper University Health Care, Camden, NJ

  Michael J. Renna
Age: 54
Director since: 2014
President and CEO, South Jersey Industries, Folsom, NJ

  Frank L. Sims
Age: 71
Director since: 2012
Chairman of the Board, Atlanta Pension Fund, Atlanta, GA

South Jersey Industries, Inc. | 2022 Proxy Statement | 14

SUMMARY OF PROPOSAL 2 THE MERGER PROPOSAL

The Parties to the Merger (see page 49)

South Jersey Industries, Inc.

1 South Jersey Plaza

Folsom, New Jersey 08037

(609) 561-9000

South Jersey Industries, Inc., which we refer to as SJI or the Company, is an energy infrastructure holding company based in Folsom, NJ and delivers energy services to customers through two primary subsidiaries: SJI Utilities, Inc. (“SJIU”) and SJI Energy Enterprises, Inc. (“SJIEE”). SJIU houses the Company’s regulated natural gas utility operations, delivering safe, reliable and affordable natural gas to more than 700,000 residential, commercial and industrial customers across New Jersey via its South Jersey Gas and Elizabethtown Gas subsidiaries. SJIEE houses the Company’s non-utility operations primarily focused on clean energy development and decarbonization via renewable energy production and energy management activities. The Company’s common stock is listed and traded on the NYSE under the ticker symbol “SJI.”

NJ Boardwalk Holdings LLC

277 Park Avenue, 35th Floor

New York, New York 10172

(212) 270-6000

NJ Boardwalk Holdings LLC, a Delaware limited liability company which we refer to as Parent, is an affiliate of the Infrastructure Investments Fund (“IIF”), a private investment vehicle consisting of a group of two affiliated master holding companies, all of which are advised by a dedicated infrastructure investment group within J.P. Morgan Investment Management Inc. Parent was formed solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement, including the financing related to the Merger.

Boardwalk Merger Sub, Inc.

277 Park Avenue, 35th Floor

New York, New York 10172

(212) 270-6000

Boardwalk Merger Sub, Inc., which we refer to as Merger Sub, is a New Jersey corporation formed by Parent solely for the purpose of entering into the Merger Agreement and completing the Merger and the other transactions contemplated by the Merger Agreement. Merger Sub is a wholly-owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Subject to the terms of the Merger Agreement, upon the completion of the Merger, Merger Sub will cease to exist and the Company will continue as the Surviving Corporation.

Infrastructure Investments Fund

277 Park Avenue, 35th Floor

New York, New York 10172

(212) 270-6000

Infrastructure Investments Fund, which we refer to as IIF, is an approximately $20 billion private investment vehicle focused on investing in critical infrastructure assets. IIF is responsible for investing and growing the retirement funds of more than 60 million families. Headquartered in New York with additional offices in London, and advised by a dedicated infrastructure investment group within J.P. Morgan Investment Management Inc., IIF is a long-term owner of companies that provide essential services, such as renewable energy, water, natural gas and electric utilities, and transportation infrastructure, all of which are vital to the economic health and productivity of the communities in which it operates.

IIF’s portfolio of companies serves over 10 million customers and employs over 10,000 people from local communities. Providing local essential services – with employees, customers and communities that often overlap – requires IIF’s companies to be well-governed, have a strong culture and be stewards of the environment in order to fulfill the terms of its social license to operate.

IIF’s 18 portfolio companies are located primarily in the United States, Europe and Australia, and include five utility companies globally. IIF also has significant experience developing renewable energy sources, having invested billions in renewable power generation assets which collectively provide 6.1 GW of renewable capacity.

Concurrently with the execution of the Merger Agreement, IIF US Holding 2 LP, an affiliate of IIF (the “Sponsor”), agreed to provide funding to Parent in connection with the closing of the Merger.

The Proposed Merger (see page 50)

Under the terms of the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Parent, will merge with and into the Company with the Company continuing as the Surviving Corporation and becoming a wholly-owned subsidiary of Parent. The Merger will be completed only after the satisfaction or waiver, if applicable, of the conditions to the completion of the Merger discussed below.

15 | South Jersey Industries, Inc. | 2022 Proxy Statement

The Merger Agreement is attached as Annex B to this Proxy Statement. We encourage you to read the Merger Agreement carefully and fully, as it is the legal document that governs the Merger.

Certain Effects of the Merger; Merger Consideration (see page 50)

Under the terms of the Merger Agreement, Merger Sub will merge with and into the Company with the Company continuing as the Surviving Corporation in the Merger and becoming a wholly-owned subsidiary of Parent.

On and subject to the terms and conditions set forth in the Merger Agreement, at the effective time, each share our common stock issued and outstanding immediately prior to the effective time will be cancelled and converted into the right to receive the merger consideration of $36.00 in cash, without interest.

U.S. Federal Income Tax Consequences of the Merger (see page 69)

The exchange of shares of our common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder who receives cash in the Merger will generally recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. Holder’s adjusted tax basis in the shares of our common stock exchanged in the Merger. Any such capital gain or loss will generally constitute long-term capital gain or loss if the U.S. Holder’s holding period for our common stock exchanged is more than one year as of the date of the Merger.

A Non-U.S. Holder who receives cash in the Merger pursuant to the Merger will generally not be subject to U.S. federal income tax on gain recognized, except in certain circumstances described in further detail below in “The Proposed Merger—U.S. Federal Income Tax Consequences of the Merger—Considerations for Non-U.S. Holders.”

Each Holder is urged to consult its tax advisor regarding the U.S. federal income tax considerations to such Holder of the exchange of shares of our common stock for cash pursuant to the Merger in light of its particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).

Additional Interests of the Company’s Directors and Executive Officers in the Merger (see page 70)

In considering the recommendations of the Board with respect to the Merger, our shareholders should be aware that our directors and executive officers have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of our shareholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that our shareholders approve the Merger Proposal.

See “The Proposed Merger—Additional Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 70.

No Dissenters’ Rights (see page 68)

Under Section 14A:11-1 of the New Jersey Business Corporation Act, shareholders do not have the right to dissent from any plan of merger or consolidation with respect to shares (1) of a class or series which is listed on a national securities exchange or is held of record by not less than 1,000 holders on the record date fixed to determine the shareholders entitled to vote upon the plan of merger or consolidation or (2) for which, pursuant to the plan of merger or consolidation, such shareholder will receive cash. Accordingly, Company shareholders do not have dissenters’ rights in connection with the Merger.

Treatment of Company Equity Awards (see page 74)

Immediately prior to the effective time, (1) each then-outstanding restricted stock unit with respect to the Company common stock that vests solely based on the passage of time and was granted pursuant to any equity compensation plan, arrangement or agreement of the Company, including the 2015 Omnibus Equity Compensation Plan, whether vested or unvested (a “TRSU”), will be cancelled and, in exchange therefore, the Surviving Corporation will pay to each former holder of any such cancelled TRSU an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (x) the merger consideration and (y) the number of shares of our common stock subject to such TRSU and (2) each then-outstanding restricted stock unit with respect to the Company common stock that vests in whole or in part based on the achievement of performance goals and was granted pursuant to a Company equity plan, whether vested or unvested (a “PRSU”), will be cancelled and, in exchange therefore, the Surviving Corporation will pay to each former holder of any such cancelled PRSU an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (x) the merger consideration and (y) the greater of the number of shares of our common stock that would be delivered under the terms of the applicable award agreement based on (A) the actual achievement of the applicable performance criteria as if the performance period ended on the business day immediately preceding the closing date of the Merger, as determined in good faith by the Company and Parent, and (B) the achievement of the applicable performance criteria at the target level.

Dividends (see page 77)

Under the terms of the Merger Agreement, we have agreed not to declare dividends, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of our capital stock, other equity interests or voting securities, except for (1) regular quarterly cash dividends payable by us in respect of shares of

South Jersey Industries, Inc. | 2022 Proxy Statement | 16

our common stock not in excess of (A) $0.3100 per share for quarterly dividends declared before November 20, 2022, and (B) $0.3193 per share for quarterly dividends declared on or after November 20, 2022, in each case, on a schedule consistent with our past practice, and (2) a “stub period” dividend to holders of our common stock as of immediately prior to the effective time equal to the product of (x) the number of days from the record date for payment of the last quarterly dividend paid by us prior to the effective time and (y) a daily dividend rate determined by dividing the amount of the last quarterly dividend paid prior to the effective time by 91.

Recommendation of the Company’s Board of Directors (see page 56)

The Board has reviewed and considered the terms of the Merger and the Merger Agreement and has unanimously (1) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and fair to and in the best interests of the Company and its shareholders, (2) approved, authorized, adopted and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Agreement, (3) directed that the Merger Agreement, the Merger and the other transactions contemplated thereby be submitted for consideration at a shareholder meeting of the Company and (4) resolved to recommend the approval and adoption of the Merger Agreement, the Merger and the other transactions contemplated thereby by the shareholders of the Company. The Board unanimously recommends that our shareholders vote “FOR” the Merger Proposal.

Opinion of BofA Securities, Inc. (see page 58 and Annex C)

On February 23, 2022, at a meeting of the Board held to evaluate the Merger, BofA Securities, Inc. (“BofA Securities”), the Company’s financial advisor, delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated February 23, 2022, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in BofA Securities’ written opinion, the merger consideration to be received in the Merger by holders of Company common stock (other than excluded shares) was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this Proxy Statement and is incorporated by reference herein in its entirety. The summary of BofA Securities’ opinion included in this Proxy Statement is qualified in its entirety by reference to the full text of BofA Securities’ written opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Securities’ opinion does not address any other terms or other aspects or implications of the Merger and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Merger. BofA Securities’ opinion does not address any other aspect of the Merger and does not express any opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter. See the section entitled “The Merger Proposal—Opinion of BofA Securities”, on page 58.

Financing of the Merger Consideration (see page 51)

We, Parent and Merger Sub expect the purchase price for the Merger to be funded through equity financing in an aggregate amount of up to $4.53 billion. See the section below entitled “The Proposed Merger—Financing of the Merger Consideration—Equity Commitment Agreement”. The Company’s existing Five-Year Revolving Credit Agreement is also expected to be replaced in connection with the closing of the Merger. See the section below entitled “The Proposed Merger—Financing of the Merger Consideration—Debt Commitment Letter.”

The consummation of the Merger under the Merger Agreement is not subject to any financing condition.

Regulatory Matters Relating to the Merger (see page 67)

To complete the Merger, the Company and Parent need to obtain approvals or consents from, or make filings with, a number of public utility, antitrust and other regulatory authorities, including (1) the filing of notification and report forms with the Antitrust Division of the Department of Justice (the “DOJ”) and the Federal Trade Commission (the “FTC”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), and expiration or early termination of any applicable waiting periods under the HSR Act, (2) authorization by the Federal Energy Regulatory Commission (the “FERC”) under Section 203 of the Federal Power Act (the “FPA”), (3) authorization of the Federal Communications Commission (the “FCC”) to assign or transfer control of our FCC licenses and (4) authorization and consent of the New Jersey Board of Public Utilities (the “NJBPU”).

Subject to the terms and conditions of the Merger Agreement, each of the Company and Parent shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist and cooperate with the other party in doing, all things necessary to cause the conditions to the closing of the Merger to be satisfied as promptly as reasonably practicable or to effect the closing of the Merger as promptly as reasonably practicable.

See “The Proposed Merger—Regulatory Matters Relating to the Merger” beginning on page 67 of this Proxy Statement for additional detail regarding the regulatory approval process.

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No Solicitation of Competing Proposals; Superior Proposal (see page 79)

We are subject to a “no shop” restriction that limits our ability to solicit alternative acquisition proposals or provide nonpublic information to, and engage in discussion with, third parties, except under limited circumstances to permit the Board to comply with its fiduciary duties.

We will not, and will not authorize our affiliates or any of our or their representatives to, either directly or indirectly, (1) initiate, solicit or knowingly encourage or knowingly facilitate (including by providing information) any inquiries, proposals or offers with respect to, or the making or completion of, a Company acquisition proposal (as defined below) or that would reasonably be expected to lead to a Company acquisition proposal; or (2) engage or participate in any negotiations or discussions concerning, or provide or cause to be provided any non-public information or data relating to the Company or its subsidiaries or joint ventures in connection with, a Company acquisition proposal. For purposes of this Merger Proposal, “subsidiary” shall have the meaning ascribed to it in the Merger Agreement.

Notwithstanding the foregoing, at any time prior to obtaining the Company shareholder approval, in response to a bona fide written Company acquisition proposal made after the date of the Merger Agreement that did not result from a material breach of our non-solicitation obligations and which the Board determines in good faith constitutes or may reasonably be expected to lead to a Company superior proposal (as defined below), we may (1) furnish information with respect to the Company or its subsidiaries or joint ventures to the person making such Company acquisition proposal and its representatives pursuant to a customary confidentiality agreement on terms that, taken as a whole, are not materially less restrictive to the other party than those contained in the confidentiality agreement between us and an affiliate of IIF (provided that any material non-public information has previously been provided to Parent or is provided to Parent prior to or concurrently with the provision of such information to such person), and (2) participate in discussions or negotiations with the person making such Company acquisition proposal (and its representatives) regarding such Company acquisition proposal.

For purposes of this Proxy Statement:

• a “Company acquisition proposal” means any inquiry, offer or proposal concerning (1) any merger, reorganization, consolidation, share exchange or other business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any subsidiary of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole (for the 12-month period ending on the last day of the Company’s most recently completed fiscal quarter); or (2) the acquisition in any manner, directly or indirectly, of over 20% of the equity securities or consolidated total assets of the Company; in each case other than the Merger; and

• a “Company superior proposal” means a bona fide written Company acquisition proposal (with all of the references to 20% in the definition of Company acquisition proposal described above adjusted to increase the percentages referenced therein to 50%) that the Board determines in good faith (after consultation with its financial advisors and outside counsel) (1) is more favorable from a financial point of view to our shareholders than the Merger, taking into account all the terms and conditions of such proposal, and the Merger Agreement and (2) is reasonably capable of being completed, taking into account all financial, regulatory (including the likelihood and timeliness of receiving regulatory approvals), legal and other aspects of such proposal and all changes committed to in writing by Parent to adjust the terms and conditions of the Merger Agreement, the debt financing and the equity commitment, in each case, that are committed to in writing by Parent.

See “The Merger Agreement—No Solicitation of Competing Proposals; Company Superior Proposal” beginning on page 79 of this Proxy Statement.

Obligation of the Board with Respect to its Recommendation (see page 80)

The Board has agreed not to (1) qualify, withdraw or modify in any manner adverse to Parent or Merger Sub, or propose publicly to do so, its recommendation that our shareholders should approve the Merger Proposal, (2) approve or recommend, or propose publicly to adopt, approve or recommend, any other Company acquisition proposal, (3) cause or permit the Company or any subsidiary of the Company to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other similar agreement providing for a Company acquisition proposal, (4) fail to include in this Proxy Statement its recommendation that our shareholders approve the Merger Proposal, (5) fail to publicly reaffirm the recommendation following Parent’s written request to do so if a Company acquisition proposal is publicly announced or disclosed (provided that Parent may only make such request twice with respect to any particular Company acquisition proposal or any material publicly announced or disclosed amendment or modification thereto), on or prior to the earlier of the tenth business day after the delivery of such request by Parent and three business days prior to our shareholder meeting or (6) fail to recommend against any then-pending tender or exchange offer that constitutes an acquisition proposal within 10 business days of being announced.

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Permitted Change of Recommendation – Company Superior Proposal

However, at any time prior to obtaining the Company shareholder approval, the Board may make a change of recommendation or terminate the Merger Agreement concurrently with payment to Parent of a termination fee of $140 million (the “Company termination fee”) following receipt of a Company superior proposal that did not result from a material breach of our non-solicitation obligation if all of the following conditions are met:

• the Board determines in good faith, after consultation with outside counsel and its financial advisor that the failure to make a change of recommendation or terminate the Merger Agreement would be reasonably likely to be inconsistent with the Board’s exercise of its fiduciary duties under applicable law;

• the Board provides Parent three business days’ written notice of its intent to make such a recommendation change, specifying its reasons therefor, including a description of the Company superior proposal;

• during such three business day period, we negotiate in good faith with Parent regarding any revisions to the Merger Agreement that Parent proposes to make to cause such Company superior proposal to no longer constitute a Company superior proposal; and

• after receipt of a proposal by Parent, the Board continues to determine in good faith after consultation with outside legal counsel and a financial adviser that the failure to make such a recommendation change or to terminate the Merger Agreement would be reasonably likely to be inconsistent with its fiduciary duties under applicable law.

In the event of any amendment to the financial terms or any other material amendments of such Company superior proposal, the Company must again comply with the foregoing conditions, except that the negotiation period will be reduced to two business days.

Permitted Change of Recommendation – Company Intervening Event

Further, at any time prior to obtaining the Company shareholder approval, the Board may make a change of recommendation upon the occurrence of a Company intervening event (as defined below) if all of the following conditions are met:

• the Board provides Parent three business days’ written notice of its intent to make such a recommendation change, specifying its reasons therefor, including a description of the Company intervening event;

• during such three business day period, we negotiate in good faith with Parent regarding any revisions to the Merger Agreement that Parent proposes to make such that the failure of the Board to make a recommendation change in response to the Company intervening event would no longer be reasonably likely to be inconsistent with the Board’s exercise of its fiduciary duties under applicable law; and

• the Board determines in good faith, after consultation with outside counsel and its financial advisor, that in light of such Company intervening event and taking into account any revised terms proposed by Parent, the failure to make a change of recommendation would be reasonably likely to be inconsistent with the Board’s exercise of its fiduciary duties under applicable law;

For purposes of this Proxy Statement, a “Company intervening event” means a material effect that (1) was not known to, or reasonably foreseeable by, the Board prior to the execution of the Merger Agreement (or if known or reasonably foreseeable, the material consequences of which were not known or reasonably foreseeable), which effect, or any material consequence thereof, becomes known to, or reasonably foreseeable by, the Board prior to our shareholder meeting held to approve the Merger Proposal and (2) does not relate to a Company acquisition proposal, but excluding (A) events or circumstances solely related to Parent or Merger Sub or any of their affiliates, (B) any change in the trading price or trading volume of the Company’s securities on any national securities exchange or other trading market (provided that the exception in this clause (B) does not prevent or otherwise affect the event or circumstance underlying such change from being taken into account) or (C) any matter relating to our non-solicitation obligations under the Merger Agreement.

Conditions to the Merger (see page 84)

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver of the following conditions:

• Company shareholder approval of the Merger Proposal;

• the absence of any restraining order, injunction or other judgment, order or decree or other legal restraint or prohibition, whether preliminary, temporary or permanent, in effect that prevents, makes illegal or prohibits the consummation of the Merger; and

• receipt, at or prior to the effective time, of certain required governmental approvals, including the expiration or termination of any waiting period under the HSR Act applicable to the Merger, and all such approvals being final (see the section titled “The Proposed Merger—Regulatory Matters Relating to the Merger”).

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Each party’s obligation to consummate the Merger is also subject to the satisfaction or waiver of certain additional conditions, including:

• subject to certain materiality and other qualifiers, the accuracy of the representations and warranties of the other party;

• the performance, in all material respects, all obligations required to be performed by the other party under the Merger Agreement at or prior to the effective time;

• delivery of a customary closing certificate signed on behalf of the respective party by an officer of the party certifying certain conditions have been satisfied;

• in the case of Parent’s and Merger Sub’s obligations, (1) the absence of a material adverse effect on the Company (which term is described in the section titled “The Proposed Merger—The Merger Agreement—Representations and Warranties”) and (2) the absence of any law or order imposing terms or conditions that would constitute or reasonably be expected to constitute a Burdensome Condition (which term is described in the section titled “The Proposed Merger—Regulatory Matters Relating to the Merger”).

Each of Parent, Merger Sub and the Company may, to the extent permitted by applicable law, waive the conditions to the performance of its respective obligations under the Merger Agreement and complete the Merger even though one or more of these conditions have not been met. We cannot give any assurance that all of the conditions of the Merger will be either satisfied or waived or that the Merger will occur.

Termination; Termination Fees; Expenses (see page 85)

Termination

The Merger Agreement may be terminated by either the Company or Parent in accordance with its terms at any time prior to the effective time, whether before or after the Company shareholder approval:

• by mutual written consent of Parent and the Company; and

• by either Parent or the Company if:

• the closing of the Merger is not completed by February 23, 2023 (the “outside date”); provided that if, prior to the outside date, all of the conditions to the closing of the Merger set forth in the Merger Agreement have been satisfied or waived, or will then be capable of being satisfied (except for conditions regarding Required Approvals, absence of legal restraints and those conditions that by their nature are to be satisfied at the closing of the Merger), either Parent or the Company may, prior to 5:00 p.m. Eastern time on the outside date, extend the outside date to May 23, 2023, provided that neither party will have the right to terminate the Merger Agreement if any action of such party or failure of such party to perform or comply with the covenants and agreements of such party set forth in the Merger Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated by the outside date and such action or failure to perform constitutes a breach of the Merger Agreement;

• any court of competent jurisdiction or other governmental entity has issued a judgment, order, injunction, rule or decree, or taken any other action restraining, enjoining or otherwise prohibiting the Merger or any of the other transactions contemplated by the Merger Agreement and such judgment, order, injunction, rule, decree or other action shall have become final and nonappealable; provided, that the party seeking to terminate the Merger Agreement shall have sought to contest, appeal and remove such judgment, order, injunction, rule, decree, ruling or other action in accordance with the Merger Agreement; or

• the Company shareholder approval is not obtained at our shareholder meeting, or at any adjournment thereof.

The Merger Agreement may be terminated in accordance with its terms by Parent as follows:

• at any time prior to the receipt of the Company shareholder approval, if the Board effects a change of its recommendation with respect to the Merger; or

• if (1) there is a breach by us of our representations, warranties, covenants or agreements under the Merger Agreement that results in a failure of the conditions relating to the accuracy of our representations and warranties or our performance or compliance with our obligations and (2) such breach cannot be cured by the outside date, provided that Parent delivers 30 days’ written notice to us of Parent’s intent to terminate and Parent or Merger Sub is not then in material breach of any of their covenants or agreements under the Merger Agreement.

South Jersey Industries, Inc. | 2022 Proxy Statement | 20

The Merger Agreement may be terminated in accordance with its terms by us as follows:

• at any time prior to the receipt of the Company shareholder approval in order to enter into a transaction that is a Company superior proposal, if (1) we have complied in all material respects with our non-solicitation obligations and (2) prior to or concurrently with such termination, we pay the Company termination fee;

• if (1) there is a breach by Parent or Merger Sub of their representations, warranties, covenants or agreements under the Merger Agreement that results in a failure of the conditions relating to the accuracy of their representations and warranties or their performance or compliance with their obligations and (2) such breach cannot be cured by the outside date, provided that we deliver 30 days’ written notice to Parent of our intent to terminate and we are not then in material breach of any of our covenants or agreements under the Merger Agreement; or

• if (1) all of the conditions set forth in the Merger Agreement have been satisfied or waived in accordance with the terms of the Merger Agreement as of the date that the Merger should have closed (except for those conditions that by their terms are to be satisfied at the closing but which conditions would be satisfied or would be capable of being satisfied if the closing date were the date of such termination), (2) Parent and Merger Sub do not complete the closing on the day that the closing should have been consummated pursuant to the terms of the Merger Agreement, (3) we have delivered to Parent an irrevocable notice that we stand ready, willing and able to consummate the closing, and (4) Parent and Merger Sub fail to consummate the closing within four business days following their receipt of written notice from us requesting such consummation.

Termination Fees

Under the terms of the Merger Agreement, Parent must pay us a termination fee of $255 million (the “Parent termination fee”) if the Merger Agreement is terminated under certain circumstances, including relating to (1) the failure to satisfy certain closing conditions relating to receipt of regulatory approvals, (2) a final and non-appealable order enjoining the consummation of the Merger, and (3) failure by Parent to consummate the Merger once all of the conditions have been satisfied.

In addition, under the terms of the Merger Agreement, we must pay Parent the Company termination fee if the Merger Agreement is terminated under certain circumstances, including relating to (1) our entry into an agreement relating to a Company superior proposal, (2) our Board changing its recommendation in respect of the Merger and (3) within 12 months after the Merger Agreement has been terminated under certain circumstances, our entry into a definitive agreement with respect to, or consummation of, a Company acquisition proposal (with all of the references to 20% in the definition of Company acquisition proposal described above adjusted to increase the percentages referenced therein to 50%).

Delisting and Deregistration of Company Securities (see page 68)

If the Merger is completed, shares of our common stock, our 5.625% Junior Subordinated Notes due 2079 (the “subordinated notes”) and our corporate units (the “corporate units”) will be delisted from the NYSE and deregistered under the Exchange Act.

Litigation Relating to the Merger (see page 68)

As of the date of this Proxy Statement, no shareholder litigation related to the Merger Agreement has been brought against the Company or any members of the Board.

Required Vote of Shareholders (see page 88)

Approval of the Merger Proposal is a condition to completion of the Merger. Approval of the Merger Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of shares entitled to vote thereon at the Annual Meeting. Accordingly, for shareholders of record who are not present in person or represented by proxy at the Annual Meeting and for beneficial owners who fail to instruct their bank, broker, trust or other nominee to vote on any proposal, a failure to vote will have no effect on the outcome of the vote for the Merger Proposal. Additionally, abstentions will have no effect on the outcome of the Merger Proposal.

The Board of Directors unanimously recommends a vote “FOR” the Merger Proposal.

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SUMMARY OF PROPOSAL 3 THE MERGER ADVISORY COMPENSATION PROPOSAL

The Company is asking its shareholders to approve, on an advisory (non-binding) basis, the compensation that will or may be paid to the Company’s named executive officers in connection with the Merger, as described in “The Proposed Merger—Additional Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 70. Because the vote on the Merger Advisory Compensation Proposal is advisory only, it will not be binding on the Board and may not be construed as overruling any decision by the Board. Accordingly, if the Merger Proposal is approved and the Merger is completed, the Merger-related compensation will be payable to the Company’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the approval of the Merger Advisory Compensation Proposal.

The Board of Directors unanimously recommends a vote “FOR” the non-binding resolution approving the compensation that will or may be paid to the Company’s named executive officers in connection with the Merger.

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SUMMARY OF PROPOSAL 4 THE ANNUAL ADVISORY COMPENSATION PROPOSAL

Our executive compensation program is designed to keep our senior leadership team focused on the seamless execution of the Company’s strategic plan and on delivering shareholder value over the long term.

During 2021, we again reached out to our largest shareholders, aggregating approximately 79% of our outstanding shares to discuss our executive compensation programs. Through these continued efforts, shareholders reiterated their support for the changes we implemented to our executive compensation programs over the last two years and were appreciative of our ongoing efforts to consider their feedback as our program evolves. They are also highly supportive of the emphasis we place on environmental, social and governance (“ESG”) matters in our Annual Incentive Plan (“AIP”) through quantitative and qualitative metrics in our Corporate Scorecard.

The details of our 2021 executive compensation program are outlined in our Compensation Discussion and Analysis (“CD&A”) beginning on page 91 of this Proxy Statement. Our compensation philosophy is supported by the following principal pay elements:

Pay Element	Description	Rationale
Salary	Fixed cash opportunity	Provides stable market-based compensation for role, level of responsibility and experience. Forms basis for other pay elements
Annual Incentive Plan (“AIP”)	Annual cash compensation with variable payout based on achievement of pre-determined Economic Earnings, Return on Invested Capital (“ROIC”), strategic goals (customer, safety, and strategy) and individual objectives for the fiscal year	Drives and incentivizes annual performance across key financial, strategic and individual performance metrics. Also includes a significant emphasis on ESG initiatives in our Corporate Scorecard
Long-Term Incentives (“LTI”)	LTI is granted 70% in PRSUs, based on three-year relative Total Shareholder Return (“TSR”) vs. peers and three-year Cumulative Economic Earnings Per Share (“EPS”), with caps on TSR and EPS portions based on TSR, and 30% in TRSUs	PRSU portion of awards, representing significant majority of total LTI opportunity, requires achievement of threshold level of performance for any payout. Combination of PRSUs and TRSUs drives long-term financial performance, shareholder value and executive retention

The following features of our executive compensation program promote sound compensation governance and are designed in the best interests of our shareholders and executives:

What We Do		What We Don’t Do
	seventy percent (70%) of LTI awards are performance-based for NEOs		no excise tax gross ups
	three-year performance periods under our LTI awards		no repricing or exchange of equity awards without shareholder approval
	use a mix of absolute and relative financial performance metrics (including relative TSR) in the incentive plans, to avoid duplication of incentives across AIP and LTI plans		no employment agreements
	caps on incentive awards		no hedging or pledging of Company stock for employees or directors
	use of ESG Metrics in the AIP		no tax gross ups for perquisites
	change-in-control “double-trigger” for equity award vesting and severance benefits		no one-time special recognition awards, other than inducement awards or internal promotion awards
	robust claw-back policy applying to all incentive awards
	limited number of perquisites
	Independent compensation consultant
	Robust stock ownership guidelines

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Pursuant to Section 14A(a)(1) of the Exchange Act, SJI is required to provide shareholders with a separate non-binding vote to approve the compensation of our NEOs, including the CD&A, the compensation tables, and any other narrative disclosure in this Proxy statement. Such a proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to endorse or not endorse our executive compensation policies and procedures as described in this Proxy Statement. Shareholders may also abstain from voting.

Accordingly, shareholders are being asked to approve the following non-binding resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

Because your vote is advisory, it will not be binding on the Board and may not be construed as overruling any decision by the Board. However, the Compensation Committee values the opinions expressed by shareholders and expects to take into account the outcome of the vote when considering future executive compensation decisions.

The Board of Directors unanimously recommends a vote “FOR” the non-binding resolution approving the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion.

South Jersey Industries, Inc. | 2022 Proxy Statement | 24

SUMMARY OF PROPOSAL 5 AUDITOR RATIFICATION PROPOSAL

 

The Audit Committee is responsible for recommending the appointment of the independent registered public accounting firm to the Board and is directly responsible for the compensation and oversight of the independent auditor.

Annually, prior to making its recommendation, the Audit Committee considers the audit firm’s capabilities, effectiveness, industry experience, and use of technology and data analytics in its audits; knowledge of the Company including its personnel, processes, accounting systems and risk profile; tenure serving the Company; and independence, and other firms with comparable professional qualifications.

Deloitte & Touche LLP (“Deloitte”) is a top accounting firm with expertise in public utility accounting. Deloitte has been the Company’s, or its predecessor Company’s, auditor since 1948 giving it a unique understanding of the Company’s businesses and personnel. The Audit Committee considered the impact of tenure on Deloitte’s independence and determined Deloitte remains independent as, among other factors, the lead engagement partner is required to rotate off the Company’s audit every 5 years. The current lead engagement partner will rotate off after the 2023 audit. Further, the Audit Committee pre-approves all audit and non-audit services and related compensation and monitors the potential impact on independence. Finally, the Company has a policy restricting hiring certain persons formerly associated with Deloitte into an accounting or financial reporting oversight role to help ensure Deloitte’s continuing independence.

During 2021, the audit services performed for the Company consisted of (1) audits of the Company’s and its subsidiaries’ financial statements and the effectiveness of the Company’s internal control over financial reporting, as required by the Sarbanes-Oxley Act of 2002, Section 404 and the preparation of reports based on such audits related to filings with the Securities and Exchange Commission; and (2) services performed in connection with financing transactions.

The Audit Committee evaluates the quality of Deloitte’s services annually, considering the quality of their audit services, industry knowledge from an audit and tax perspective, continued independence, information from Public Company Accounting Oversight Board (“PCAOB”) inspection reports, and the Audit Committee’s discussions with management about Deloitte’s performance.

After considering all factors, the Audit Committee and the Board believe that the continued retention of Deloitte to serve as the Company’s Independent Registered Public Accounting Firm for 2022 is in the best interest of the Company and its shareholders. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification because we value the views of our shareholders on the Company’s Independent Registered Public Accounting Firm. If our shareholders fail to ratify the selection of Deloitte, it will be considered notice to the Board and Audit Committee to consider the selection of a different firm. Representatives of Deloitte will be at the meeting to respond to appropriate questions and may make a statement if they wish.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the reappointment of Deloitte & Touche LLP, as the Independent Registered Public Accounting Firm for the year ending December 31, 2022.

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SUMMARY OF PROPOSAL 6 THE ADJOURNMENT PROPOSAL

The Annual Meeting may be adjourned to another time and place, including if necessary to permit solicitation of additional proxies if there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to this Proxy Statement is timely provided to Company shareholders. The Company is asking its shareholders to authorize the holder of any proxy solicited by the Board to vote in favor of any adjournment of the Annual Meeting to solicit additional proxies if a quorum is not present or if there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to this Proxy Statement is timely provided to shareholders.

The Board of Directors unanimously recommends a vote “FOR” the Adjournment Proposal.

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Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement, and the documents incorporated by reference in this Proxy Statement, include forward-looking statements. A “safe harbor” for forward-looking statements is provided by the Private Securities Litigation Reform Act of 1995 (the “Reform Act of 1995”). The Reform Act of 1995 was adopted to encourage such forward-looking statements without the threat of litigation, provided those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the statement. Statements relating to the expected timetable for completing the Merger, anticipated benefits of the Merger, future opportunities for the Surviving Corporation, future financial performance and any other statements regarding our and Parent’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance are forward-looking statements. Such statements are based on management’s beliefs, as well as assumptions made by and information currently available to management. When used in this filing, the words “believe”, “anticipate”, “endeavor”, “estimate”, “expect”, “objective”, “projection”, “forecast”, “goal”, “likely”, and similar expressions are intended to identify forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements include, among others, the following:

• The risk that we may be unable to obtain the Company shareholder approval for the Merger.

• The risk that Parent or the Company may be unable to obtain governmental and regulatory approvals required for the Merger, or that required governmental and regulatory approvals or agreements with other parties interested therein may delay the Merger or may be subject to or impose adverse conditions or costs.

• The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the failure of the Merger to close.

• The risk that a condition to the closing of the Merger or the committed financing may not be satisfied.

• The failure of Parent to obtain any equity, debt or other financing necessary to complete the Merger.

• The outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the Merger.

• The receipt of an unsolicited offer from another party to acquire our assets or capital stock that could interfere with the Merger.

• The timing to consummate the Merger.

• The costs incurred to consummate the Merger.

• Disruption from the Merger making it more difficult to maintain relationships with customers, employees, regulators or suppliers.

• The diversion of management time and attention on the Merger.

• Other risks detailed in our filings with the SEC, including our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and in our Quarterly Reports on Form 10-Q and other documents filed by us with the SEC after the date thereof. See the section entitled “Where You Can Find More Information.”

Any such forward-looking statement is qualified by reference to these risks and factors. The Company cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements. Forward-looking statements speak only as of the date of the particular statement, and the Company does not undertake to update any forward-looking statement contained herein.

27 | South Jersey Industries, Inc. | 2022 Proxy Statement

PROPOSAL 1 DIRECTOR ELECTIONS PROPOSAL

HIGHLIGHTS OF DIRECTOR NOMINEES

Our Director nominees possess skills and experience aligned to our current and future strategy and business needs. Annual Board evaluations also include an assessment of whether the Board has an appropriate mix of skills, experience and other characteristics. 

All Director Nominees Have:

•	a reputation of high integrity	•	an ability to exercise sound judgement
		•	elected to self-disclose diversity characteristics

 

Board Refreshment

	​mandatory retirement age - 72		Additions to the Board of Directors Since 2019
	annual self-evaluations	G. Edison Holland Jr. – Director since 2019			committees: • Audit Committeethrough April2021 • CompensationCommittee • Nominating &GovernanceCommittee • Strategy &FinanceCommittee
		skills and experience: corporate governance cybersecurity/IT enterprise/leadership governmental and regulatory		risk assessment/management strategy industry
	In the past 3 years –
	3 Directors have retired, and 3 Directors have been added
		Kevin O’Dowd – Director since 2020			committees: • Audit Committee • Nominating &Governance Committee
		skills and experience: cybersecurity/IT enterprise/leadership environmental, social, governance governmental and regulatory		human resources public/shareholder relations strategy
	​average board tenure is 7.6 years	Christopher Paladino – Director since 2020			committees: • Audit Committee • ESG Committee
	​average age increased from 61 to 62 in 2021	skills and experience: corporate governance enterprise leadership ESG		​  governmental and regulatory risk assessment/ management strategy

Mandatory Retirement Age 72

 

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Director Elections | Proposal 1

SUMMARY OF BOARD NOMINEE EDUCATION, EXPERIENCE AND ATTRIBUTES

Our Director nominees possess skills and experience aligned to our current and future strategy and business needs. Annual Board evaluations conducted by an independent third party also include an assessment of whether the Board has an appropriate mix of skills, experience and other characteristics.

	Corporate Governance Experience in public company corporate governance related issues and best practices	8 of 10
	Cybersecurity/IT Experience with technology innovations and/or with oversight of cybersecurity programs	3 of 10
	Enterprise/Leadership Experience with focusing on organizational outcomes and working on behalf of the whole organization	10 of 10
	Environmental, Social, Governance (ESG) Experience with providing oversight of environmental, social and governance strategic initiatives	5 of 10
	Financial Expertise Experience as a financial expert and/or as a public company CFO or audit partner	5 of 10
	Governmental and Regulatory Experience in interacting with regulators and policymakers and/or working within government agencies	5 of 10
	Human Resources Experience with Human Capital Management, Organizational Development and/or Executive Compensation	5 of 10
	Public/Shareholder Relations Experience in community affairs, public relations and/or marketing	4 of 10
	Risk Assessment/Management Experience with managing organizational (operational), financial and strategic risks	7 of 10
	Strategy Formation/Execution Experience in strategic planning and growth and value creation	9 of 10
​	Technical/Industry Experience in operating a regulated utility business, such as our principal subsidiary, SJI Utilities, Inc	5 of 10

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Director Elections | Proposal 1

The Board of Directors recommends a vote “FOR”each of the following nominees:

Sarah M. Barpoulis       Age: 57 Director since: 2012 Owner of Interim Energy Solutions, LLC, Potomac, MD	Skills and Qualifications:
	•	Director Barpoulis’ areas of expertise include corporate governance; enterprise leadership; environmental, social, governance (ESG); financial expertise; risk assessment/management; strategy formation/execution and technical/industry.
	•	Director Barpoulis is a financial expert as defined by the SEC.
	•	Director Barpoulis is a National Association of Corporate Directors (NACD) Directorship Certified™ and is a Board Leadership Fellow.
	SJI Boards and Committees:
	•	Chairman of the Audit Committee
	•	Nominating & Governance Committee
	•	Executive Committee
	•	Strategy & Finance Committee
	Since 2003, Ms. Barpoulis has provided asset management and advisory services to the energy sector through Interim Energy Solutions, LLC, a company she founded. Ms. Barpoulis serves on the following boards: Director, Equitrans Midstream Corporation (a publicly traded company) and director, Educare DC; and was previously a director of SemGroup Corporation from 2009 to 2019 and Reliant Energy, Inc. from 2006 to 2008. Ms. Barpoulis earned a Bachelor of Science & Engineering in Civil Engineering & Operations Research from Princeton University and a Master of Business Administration from Tuck School of Business at Dartmouth College.

Victor A. Fortkiewicz       Age: 70 Director since: 2010 Of Counsel, Cullen and Dykman, LLP, New York, NY	Skills and Qualifications:
	•	Director Fortkiewicz’s areas of expertise include corporate governance; enterprise leadership; environmental, social, governance (ESG); governmental and regulatory; strategy formation/execution and technical/industry.
	SJI Boards and Committees:
	•	Chairman of the Strategy & Finance Committee
	•	ESG Committee
	SJIU
	•	Elizabethtown Gas Company Board of Directors
	•	South Jersey Gas Company Board of Directors
	Mr. Fortkiewicz has been Of Counsel, Cullen and Dykman, LLP since October 2011. He served as Executive Director, New Jersey Board of Public Utilities from 2005 to 2010. Mr. Fortkiewicz earned a Bachelor of Science, Cum Laude in Civil & Environmental Engineering from Rutgers University; Master, Civil & Environmental Engineering from Cornell University; and Juris Doctor Law from Seton Hall Law School.

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Director Elections | Proposal 1

Sheila Hartnett- Devlin, CFA       Age: 63 Director since:1999 Trustee, Select Sector SPDRFund, Boston, MA	Skills and Qualifications:
	•	Director Hartnett-Devlin’s areas of expertise and experience include corporate governance; enterprise leadership; environmental, social, governance (ESG); financial expertise; public/shareholder relations and risk assessment/management.
	•	Director Hartnett-Devlin is an audit committee financial expert as defined by the SEC.
	•	Director Hartnett-Devlin is National Association of Corporate Directors (NACD) Directorship Certified™ and is a Board Leadership Fellow.
	SJI Boards and Committees:
	•	Chairman of the ESG Committee
	•	Audit Committee
	•	Strategy & Finance Committee
	•	Executive Committee member, SJI Midstream, LLC; South Jersey Energy Solutions, LLC
	Ms. Hartnett-Devlin serves as a member of the board of Mannington Mills, Inc.
	Ms. Hartnett-Devlin formerly served as Senior Vice President, American Century Investments. She currently serves as a trustee of Select Sector SPDR Fund. She is a member of the NY Society of Security Analysts. She previously served on the board of the Mercy Investment Program. Ms. Hartnett-Devlin earned a Bachelor of Business Administration and a Master of Business Administration from Pace University.

G. Edison Holland, Jr.       Age: 68 Director since:2019 Retired, President and CEO, Southern Company Holdings; Retired, EVP Southern Company Services, Atlanta, GA	Skills and Qualifications:
	•	Director Holland’s areas of expertise include corporate governance, cybersecurity/IT, enterprise leadership, governmental and regulatory, risk assessment/management, strategy formation/execution and technical/industry.
	•	Director Holland is an audit committee financial expert as defined by the SEC.
	SJI Boards and Committees:
	•	Audit Committee, through April 2021
	•	Compensation Committee, effective April 2021
	•	Nominating & Governance Committee
	•	Strategy & Finance Committee
	Mr. Holland served as President and Chief Executive Officer of Southern Company Holdings from January 2016 through 2017. Prior to that he served as President, Chief Executive Officer and Chairman of Mississippi Power from 2013 to 2015; President and Chief Executive Officer of Savannah Electric from 1997-2001 and Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer of Southern Company from 2001 to 2013. He previously served on the Advisory Board of ClearPath and on the Board of the Atlantic Council. He has served on the Boards of the Mississippi Economic Council, Mississippi Energy Institute, the Mississippi partnership for Economic Development and Energy Insurance Mutual. Mr. Holland earned a Bachelor of Science degree in Political Science from Auburn University and a Juris Doctor from University of Virginia School of Law.

31 | South Jersey Industries, Inc. | 2022 Proxy Statement

Director Elections | Proposal 1

Sunita Holzer       Age: 60 Director since: 2011 Chief Human Resources Officer, Verisk Analytics, Jersey City, NJ	Skills and Qualifications:
	•	Director Holzer’s areas of expertise include corporate governance, enterprise leadership, human resources, public/shareholder relations, risk assessment/management and strategy formation/execution.
	SJI Boards and Committees:
	•	Chairman of the Nominating & Governance Committee
	•	Compensation Committee
	•	Executive Committee
	Ms. Holzer currently serves as Chief Human Resources Officer, Verisk Analytics. She served as Executive Vice President, Chief Human Resource Officer, Realogy Holdings Corp. from March 2015 to January 2021. Ms. Holzer is formerly an advisory board member of Re: Gender. Ms. Holzer serves on the Human Resource Management Department Advisory Board at Rutgers School of Management and Labor Relations. She speaks and writes regularly about human resource management and leadership issues and is the author of Wednesday Wisdom, a weekly LinkedIn blog. She is a past member of the board for Jersey Battered Women’s Service and in 2009 was recognized as a Woman Who Makes a Difference by the National Organization for Research on Women. Ms. Holzer earned a Bachelor of Arts degree in Psychology /Business from Stony Brook University and Master of Science in HR Management/Labor Relations from NY Institute of Technology.

Kevin M. O’Dowd       Age: 49 Director since: 2020 Co-President/CEO of Cooper University Health Care, Camden, NJ	Skills and Qualifications:
	•	Director O’Dowd’s areas of expertise include cybersecurity/IT; enterprise leadership; environmental, social, governance (ESG); financial expertise; governmental and regulatory; human resources; public/shareholder relations; and strategy formation/execution.
	•	Director O’Dowd is an audit committee financial expert as defined by the SEC.
	SJI Boards and Committees:
	•	Audit Committee
	•	Nominating & Governance Committee
	Mr. O’Dowd currently serves as the Co-President/Chief Executive Officer of Cooper University Health Care. Mr. O’Dowd joined Cooper University Health Care in 2015 as Senior Executive Vice President/Chief Administrative Officer and served in that position until 2018. Before joining Cooper, Mr. O’Dowd served in the Cabinet of New Jersey Governor Chris Christie, including as chief of staff from 2012 to 2014. Mr. O’Dowd also served as a federal prosecutor in the U.S. Attorney’s Office for the District of New Jersey from 2003 to 2010 most recently as Chief of the Securities and Healthcare Fraud Unit. Prior to that he served as a Deputy Attorney General for the State of New Jersey. Mr. O’Dowd earned a Bachelor of Arts degree from The Catholic University of America and a Juris Doctor from St. John’s University School of Law.

South Jersey Industries, Inc. | 2022 Proxy Statement | 32

Director Elections | Proposal 1

Christopher J. Paladino       Age:61 Director since: 2020 President, New Brunswick Development Corporation, New Brunswick, NJ	Skills and Qualifications:
	•	Director Paladino’s areas of expertise include corporate governance; enterprise/leadership; environmental, social, governance (ESG); governmental and regulatory; risk assessment/management; strategy formation/execution.
	•	Director Paladino is an audit committee financial expert as defined by the SEC.
	SJI Boards and Committees:
	•	Audit Committee
	•	ESG Committee
	Mr. Paladino has served as President of New Brunswick Development Corporation (DEVCO) since 1994. Prior to joining DEVCO, Mr. Paladino served as the Deputy Director of the New Jersey Economic Development Authority. Prior to that, he served as an Assistant Counsel to the Governor, as an associate in the firm of Connell, Foley & Geiser and as a Law Clerk to the Hon. Eugene Serpentelli, now retired.
	He currently serves as a Distinguished Senior Policy Fellow at the Edward J. Bloustein School of Planning and Public Policy at Rutgers University and was honored by the University as a loyal son of Rutgers. He serves as a Trustee of the Robert Wood Johnson University Hospital Board and previously served as a Trustee of the Board of Crossroads of the American Revolution and as a member of the Rutgers Business School Real Estate Executive Committee. Mr. Paladino earned a Bachelor of Arts and a Law degree from Rutgers University.

Michael J. Renna       Age: 54 Director since: 2014 President and CEO, South Jersey Industries, Folsom, NJ	Skills and Qualifications:
	•	Director Renna’s areas of expertise include enterprise leadership, financial expertise, governmental and regulatory, human resources, risk assessment/management, strategy formation/execution and technical/industry.
	SJI Boards and Committees:
	•	Chairman of the Board, Energy & Minerals, Inc.
	•	Chairman of the Board, R&T Group, Inc.
	•	Chairman of the Board, South Jersey Energy Company
	•	Chairman of the Executive Committee, South Jersey Energy Solutions, LLC; SJI Midstream, LLC; Marina Energy, LLC; and South Jersey Resources Group, LLC
	Mr. Renna has been President and Chief Executive Officer of South Jersey Industries, Inc. since May 1, 2015. Prior to that, he served as President and Chief Operating Officer of South Jersey Industries, Inc. from January 2014 to April 30, 2015. Mr. Renna previously served as Senior Vice President of South Jersey Industries, Inc. from January 2013 to January 2014; and as Vice President of South Jersey Industries, Inc. from 2004 to 2013. Mr. Renna also held various officer-level positions with South Jersey Industries, Inc. and its wholly owned subsidiaries from 2002 to 2014. He serves on the board of directors of the New Jersey Chamber of Commerce, and previously served on the board of the United Way of Greater Philadelphia. Additionally, Mr. Renna sits on the board of trustees for The Hun School of Princeton. He also serves on the Advisory Council Forum of Executive Women, participates in the University of Delaware’s Student Mentoring Program and is a member of the Jefferson Health New Jersey Business Council. Mr. Renna earned a Bachelor of Science in Finance from the University of Delaware and a Master of Business Administration from Cornell University.

33 | South Jersey Industries, Inc. | 2022 Proxy Statement

Director Elections | Proposal 1

Joseph M. Rigby       Age: 65 Director since: 2016 Chairman, (non-executive) South Jersey Industries, Folsom, NJ	Skills and Qualifications:
	•	Director Rigby’s areas of expertise include corporate governance, cyber security/IT, enterprise leadership, financial expertise, human resources, public/shareholder relations, strategy formation/execution, and technical/industry.
	•	Director Rigby is an audit committee financial expert as defined by the SEC.
	SJI Boards and Committees:
	•	Chairman, South Jersey Industries, Inc.
	•	Compensation Committee
	•	Chairman of SJI Utilities, Inc.; South Jersey Gas Company; Elizabethtown Gas Company
	SJIU
	•	Chairman, Elizabethtown Gas Company Board of Directors
	•	Chairman, South Jersey Gas Company Board of Directors
	Mr. Rigby served as Chairman, President and Chief Executive Officer of Pepco Holdings, Inc. from 2009 through 2016. He currently serves as a director, Dominion Energy, Inc. (a publicly traded company), and was previously a director to Dominion Midstream Partners from 2014 to 2017, Energy Insurance Mutual from 2010 to 2018 and Rutgers Board of Governance from 2015 to 2018. Mr. Rigby earned a Bachelor of Arts in Accounting from Rutgers University and a Master of Business Administration in Finance from Monmouth University.

Frank L. Sims       Age: 71 Director since: 2012 Chairman of the Board, Atlanta Pension Fund, Atlanta, GA	Skills and Qualifications:
	•	Director Sims’ areas of expertise include corporate governance, enterprise leadership, financial expertise, human resources, risk assessment/management, and strategy formation/execution.
	•	Director Sims is an audit committee financial expert as defined by the SEC.
	SJI Boards and Committees:
	•	Chairman of the Compensation Committee
	•	ESG Committee
	•	Executive Committee
	•	Strategy & Finance Committee
	Mr. Sims currently serves as the Chairman of the Board for the Atlanta Pension Fund. He has served as the corporate Vice President and Platform Leader at Cargill, Inc. from 2002 to 2007. He also served as Interim President for Fisk University from 2015 to 2017. Mr. Sims served as a board member for PolyMet Mining Co. from 2008 through July 2014 and for Piper Jaffray Co. from 2004 to June 2013. Mr. Sims also served as Chairman of the Board, Minneapolis Federal Reserve Bank from 2002 to 2008. Mr. Sims earned a Bachelor of Arts in Business Administration from Paul Quinn College and holds a Certificate of Executive Management from Harvard University.

The Board of Directors unanimously recommends a vote “FOR” each of the above nominees.

 

South Jersey Industries, Inc. | 2022 Proxy Statement | 34

SECURITY OWNERSHIP

Directors and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of February 28, 2022, of: (a) each current director and nominee for director; (b) our principal executive officer, principal financial officer, the three other most highly compensated executive officers during 2021 collectively, the “Named Executive Officers” (NEOs); and (c) all of the directors and executive officers as a group.

	Number of Shares of Common Stock (1)	Percent of Class
Sarah M. Barpoulis	40,632(2)(3)	*
Steven R. Cocchi	18,166(2)	*
Victor A. Fortkiewicz	46,072(2)(3)	*
Sheila Hartnett-Devlin	18,132(2)(3)	*
G. Edison Holland, Jr.	11,034(2)(3)	*
Sunita Holzer	42,828(2)(3)	*
Kevin M. O’Dowd	9,014(2)	*
Melissa J. Orsen	12,528(2)(3)	*
Christopher J. Paladino	7,598(2)(3)	*
Michael J. Renna	178,278	*
Joseph M. Rigby	25,503(2)(3)	*
David Robbins, Jr.	73,828	*
Frank L. Sims	95,520(2)(3)	*
Eric Stein	3,329(2)	*
All directors, nominees for director and executive officers as a group (14 persons)	582,461(2)	*

*
Less than 1%.

(1)
Based on information furnished by the Company’s directors and executive officers. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the common stock shown as owned by him or her.

(2)
Includes shares previously vested and deferred under the Restricted Stock Deferral Plan (the “Plan”). Per the Plan, participants do not have voting rights on deferred stock.

(3)
Includes shares awarded to Director under Restricted Stock Program for Directors. Per the Restricted Stock Agreement, Directors do not have voting rights on Restricted Stock Awards.

35 | South Jersey Industries, Inc. | 2022 Proxy Statement

Security Ownership

Stock Ownership Requirements

The Board believes significant ownership of Company common stock better aligns the interests of management with those of the Company’s shareholders. Therefore, in 2001, the Board of Directors enacted the stock requirements listed below for officers which were effective through 2014 and were increased effective 2015 as outlined below and on page 47:

• the Chief Executive Officer (“CEO”) stock ownership guideline is 5 times the CEO’s annual base salary.

• all other executive officers are required to own shares of Company common stock with a market value equal to 2 times their annual salary.

As of December 31, 2021, Mr. Renna and Mr. Robbins have met their ownership guidelines. Mr. Cocchi, Mr. Stein and Ms. Orsen continue to accumulate shares and are on track to meet their guidelines.

• other officers are required to own shares of Company common stock with a market value equal to their annual base salary.

• shares owned outright will be combined with vested restricted shares awarded under the Stock-Based Compensation Plan and vested. Shares beneficially owned through any employee benefit plan for purposes of determining compliance with the stock ownership requirement for officers. All officers of the Company are required to retain at least 50 percent of vested and/or earned shares, net of taxes, until their new stock ownership guideline have been met.

• members of the Board of Directors are required, within six years of becoming a director of the Company or any of its principal subsidiaries, or within six years of an increase in the share ownership guidelines, to own shares of Company common stock with a market value equal to a minimum of five times the current value of a Director’s annual cash retainer for board service. Shares owned outright will be combined with restricted shares awarded as part of the annual stock retainer for the purpose of meeting these requirements.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information, as of December 31, 2021, as to each person known to the Company, based on filings with the SEC, who beneficially owns 5 percent or more of the Company’s common stock. Based on filings made with the SEC, each shareholder named below has sole voting and investment power with respect to such shares.

Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	20,005,336	17.8%
State Street Corporation SSGA Funds Management, Inc. One Lincoln Street Boston, MA 02111	14,428,355	12.8%
The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355	12,888,864	11.5%

South Jersey Industries, Inc. | 2022 Proxy Statement | 36

CORPORATE GOVERNANCE

The Board of Directors

Leadership Structure

The Board of Directors separates the Chairman and CEO roles. Mr. Rigby serves as independent non-executive Chairman of the Board and Mr. Renna serves as President and CEO.

The non-executive Chairman of SJI’s Board of Directors performs the following roles:

• provides leadership to the Board

• chairs meetings of the Board of Directors

• establishes procedures to govern the Board’s work

• ensures the Board’s full discharge of its duties

• schedules meetings of the full Board and works with the committee chairmen, CEO and Corporate Secretary to schedule meetings for committees

• organizes and presents the agenda for regular or special Board meetings based on input from Directors, CEO and Corporate Secretary

• ensures proper flow of information to the Board, reviewing adequacy and timing of documentary materials in support of management’s proposals

• ensures adequate lead time for effective study and discussion of business under consideration

• helps the Board fulfill the goals it sets by assigning specific tasks to members of the Board

• identifies guidelines for the conduct of the Directors, and ensures that each Director is making a significant contribution

• acts as liaison between the Board and CEO

• works with the Governance Committee and CEO, and ensures proper committee structure, including assignments and committee chairmen

• sets and monitors the ethical tone of the Board of Directors

• manages conflicts which may arise with respect to the Board

• monitors how the Board functions and works together effectively

• carries out other duties as requested by the CEO and Board as a whole, depending on need and circumstances

• serves as a resource to the CEO, Corporate Secretary and other Board members on corporate governance procedure and policies

Independence of Directors

The Board adopted Corporate Governance Guidelines (“Guidelines”) that require the Board to be composed of a majority of Directors who are “Independent Directors” as defined by the rules of the New York Stock Exchange (“NYSE”). No Director will be considered “Independent” unless the Board of Directors affirmatively determines that the Director has no material relationship with the Company. When making “Independence” determinations, the Board considers all relevant facts and circumstances, as well as any other facts and considerations specified by the NYSE, by law or by any rule or regulation of any other regulatory body or self-regulatory body applicable to the Company. As part of its

Guidelines, the Board established a policy that Board members may not serve on more than four other boards of publicly traded companies. SJI’s Guidelines are available on our website at www.sjindustries.com under the heading “Investors”.

For 2021, the Board has determined that all of its current Directors, except for Mr. Renna, meet both the New York Stock Exchange standards and the Company’s standards for independence and are therefore Independent Directors. Mr. Renna is not considered independent by virtue of his employment with the Company.

Director Education

Pursuant to the Guidelines, each Director shall attend at least one education activity per year, including one external continuing education seminar, class and/or conference on the topic of corporate governance, the utility/energy industry, or other courses designed for directors of publicly traded companies. Additionally, at a minimum, every other year, each Director should attend one external continuing education seminar, class, and/or conference on the topic of corporate

governance and/or the utility industry. Finally, at the request of the New Jersey Board of Public Utilities, the Guidelines indicate that no more than two members should be given credit for attending any continuing education requirement offering as to encourage as much diversity of training as possible. During 2021, each director met the education requirements set forth above.

Certain Relationships

Mr. Fortkiewicz is of counsel at Cullen and Dykman, LLP, a law firm that provides legal representation to our subsidiaries Mr. Fortkiewicz is not a partner, officer or employee of Cullen and Dykman LLP and he does not provide legal services on any matters relating to the Company or its subsidiaries, and

he did not receive any compensation as a result of the firm’s representation. Payments made by the Company or its subsidiaries to Cullen and Dykman LLP were less than 1% of Cullen and Dykman LLP’s annual consolidated gross revenues during its last completed fiscal year.

37 | South Jersey Industries, Inc. | 2022 Proxy Statement

Corporate Governance

Mr. Fortkiewicz does not serve on our Audit, Compensation or Nominating & Governance committees of the Board even though the Board considered and determined that he is independent under the NYSE listing standards.

Code of Conduct and Code of Ethics

The Company has adopted a Code of Conduct for all employees, Officers and Directors, and a Code of Ethics for our p