8-K

ARTESIAN RESOURCES CORP (ARTNA)

8-K 2025-07-01 For: 2025-07-01
View Original
Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2025

ARTESIAN RESOURCES CORP

(Exact name of registrant as specified in its charter)

DE 000-18516 51-0002090
(State or other jurisdiction <br><br> of incorporation) (Commission <br><br> File Number) (IRS Employer <br><br> Identification No.)

664 Churchmans Road

Newark, DE 19702

(Address of principal executive offices, including zip code)

(302) 453-6900

(Registrant's telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock ARTNA NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2025, the Board of Directors (the “Board”) of Artesian Resources Corporation (the “Company”) elected Salvatore J. “Chip” Rossi to serve as a director for the remainder of the three-year term class that expires at the Annual Meeting of the Class B Voting Common shareholders to be held in 2027 and until his respective successor shall be elected and qualified.

Mr. Rossi, age 58, most recently served as head of Prepaid Card Unemployment Programs at Bank of America, N.A. from September 2021 through June 2025 and president of Bank of America Delaware from April 2010 through June 2025. He joined Bank of America full-time in 1989 and prior to his most recent role, starting in 2018, he held the position of Global Compliance and Operational Risk Operations executive. Previously, he was also Bank of America’s Consumer and Global Wealth & Investment Management Chief Risk Officer. The Board determined that Mr. Rossi’s financial expertise, along with his extensive knowledge in risk management and understanding of the Delaware community, make him well qualified to serve on the Board.

Mr. Rossi will serve on the Company’s Audit Committee, the Compensation Committee, Budget and Finance Committee, and the Governance and Nominating Committee. He will be compensated for his service on the Board and its committees in a manner consistent with the Company’s existing compensation arrangements for non-employee directors.

There is no arrangement or understanding between Mr. Rossi and any other person pursuant to which he was selected as a director, and there are no transactions in which Mr. Rossi has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number: Title:
99.1* Press Release, issued on July 1, 2025, by<br> Artesian Resources Corporation.
104 Cover Page Interactive Data File (formatted as Inline XBRL).

* Exhibit 99.1 is intended to be deemed furnished rather than filed pursuant to General Instruction B.2. of Form 8-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARTESIAN RESOURCES CORPORATION
Date:  July 1, 2025 By:    /s/ David B. Spacht
David B. Spacht
Chief Financial Officer

FOR IMMEDIATE RELEASE

Chip Rossi Appointed to Artesian Resources Board of Directors

Newark, DE, July 1, 2025 – Artesian Resources Corporation (Nasdaq: ARTNA), a leading provider of water and wastewater services in the Delmarva region, which includes operations in Delaware, Maryland and Pennsylvania, is pleased to announce the appointment of Salvatore J. “Chip” Rossi to its Board of Directors.  Mr. Rossi is an experienced financial expert with extensive knowledge in risk management.

Mr. Rossi recently retired from Bank of America, one of the world’s leading financial services companies, where he was president of Bank of America Delaware and the head of Bank of America’s Prepaid Card Unemployment Programs. He joined Bank of America in 1989 and prior to his most recent role, held the position of Global Compliance and Operational Risk Operations executive at the Bank.  Previously he was the Bank’s Consumer and Global Wealth & Investment Management Chief Risk Officer. Mr. Rossi played a key role in linking clients, colleagues, and communities to the full capabilities of Bank of America’s franchise, fostering integration across eight lines of business. He also spearheaded initiatives to deploy resources in support of economic mobility and the development of strong, resilient communities.

“Chip’s background in financial management and risk oversight well positions him as a new independent member of our Board of Directors and financial expert on the Audit Committee,” said Nicki Taylor, Chair, President and CEO of Artesian. “Additionally, his understanding of the Delaware community will provide valuable insights as Artesian continues to grow its water and wastewater services throughout the state.”

Mr. Rossi serves on the boards of Delaware State University, ChristianaCare, The Grand Opera House and REACH Riverside. He is also a member of the Delaware State Chamber Board of Governors and the Delaware Business Roundtable.

“I am so pleased to be joining the Artesian team, as for 120 years they have provided high quality water services to Delawareans. I look forward to working with the Board and the Artesian management team as they continue to grow and provide important water and wastewater services throughout our state,” said Chip Rossi.

About Artesian Resources

Artesian Resources Corporation operates as a holding company of wholly owned subsidiaries offering water and wastewater services, and other related core services, on the Delmarva Peninsula. Artesian Water Company, the principal subsidiary, is the oldest and largest regulated water utility on the Delmarva Peninsula, providing water service since 1905. Artesian supplies 9.5 billion gallons of water per year through 1,491 miles of water main to over a third of Delaware residents.

Contact:

Virginia Eisenbrey

Communications

(302) 453-6900

veisenbrey@artesianwater.com