8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 21, 2022

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Chesapeake Utilities Corporation

(Exact name of registrant as specified in its charter)

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500 Energy Lane, Dover, Delaware 19901

(Address of principal executive offices, including Zip Code)

Registrant's telephone number, including area code: 302.734.6799

Not Applicable

Former name or former address, if changed since last report.

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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:

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

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 21, 2022, the Board of Directors (the "Board") of Chesapeake Utilities Corporation (the "Company") increased the size of the Board from eleven to thirteen directors and appointed Sheree M. Petrone and Stephanie N. Gary to serve on the Board, effective July 22, 2022. Ms. Petrone will serve as a Class III director and Ms. Gary will serve as a Class II director. It is expected that Mmes. Petrone and Gary will stand for election at the 2023 Annual Meeting of Stockholders. The Board determined that Mmes. Petrone and Gary each qualify as an independent director under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission.

Mmes. Petrone and Gary will each receive the standard non-employee director compensation for serving on the Board, representing the pro-rata portions of the annual non-employee cash retainer of $80,000 and annual non-employee equity retainer valued at $85,000 for the July 2022 through May 2023 term. The number of shares comprising the equity retainer was determined based upon the closing sale price of the Company’s common stock on July 21, 2022, and will be issued to Mmes. Petrone and Gary upon commencement of each of their respective service as of July 22, 2022. The shares will be issued under the 2013 Stock and Incentive Compensation Plan ("SICP"), as amended, and will be fully vested as of the date of the issuance. The terms of the SICP are fully described in the Company’s Proxy Statement dated March 29, 2013, in connection with the Company’s 2013 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 2, 2013. Mmes. Petrone and Gary will also be reimbursed for normal business expenses incurred in connection with attending meetings and performing other Board-related services.

There are no arrangements or understandings between Mmes. Petrone and Gary and any other person pursuant to which Mmes. Petrone and Gary were each appointed as one of the Company's directors. There are no transactions between either of Mmes. Petrone and Gary, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release regarding the appointments of Mmes. Petrone and Gary, which was issued on July 25, 2022, is attached as Exhibit 99.1 and includes biographical information for Mmes. Petrone and Gary.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 — Press Release of Chesapeake Utilities Corporation, dated July25, 2022.

SIGNATURE

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.

a07

FOR IMMEDIATE RELEASE July 25, 2022 Sheree M. Petrone and Stephanie N. Gary Appointed to Chesapeake Utilities Corporation Board of Directors DOVER, Del. – Chesapeake Utilities Corporation (NYSE: CPK) (Chesapeake Utilities) today announced that as part of the Board’s ongoing succession planning, Sheree M. Petrone and Stephanie N. Gary were appointed to serve as members of the Board of Directors of Chesapeake Utilities, effective July 22. Petrone joins the Board with extensive energy industry experience, having served in executive positions at Dynegy Inc. and Exelon Corporation. Gary serves as vice president of finance at TidalHealth, a Maryland-based health system of hospitals and specialty offices. “On behalf of the entire Board, we are pleased to welcome two accomplished leaders,” said John R. Schimkaitis, chair of Chesapeake Utilities’ Board of Directors. “Sheree and Stephanie bring business and financial acumen, risk management and strategic planning experience that will enhance our collective contributions to the ever-changing energy industry.” “Both Sheree and Stephanie bring vast knowledge and expertise in their respective disciplines that align with the unprecedented opportunities ahead for our energy delivery businesses,” said Jeff Householder, president and CEO of Chesapeake Utilities. “We continue to benefit from the diversity of our Board, whose collective perspectives and experiences support and enrich our surrounding communities.” “It is an exciting time to join the Board as Chesapeake Utilities continues to lead in an evolving industry that is driving innovation and change for the betterment of our communities,” Petrone said. “The vision and values demonstrated at Chesapeake Utilities exemplify the environmental and social responsibility needed to lead the transition to a sustainable energy future.” “It is an honor to join the Chesapeake Utilities Board in its oversight of the execution of the Company’s disciplined growth strategy. I look forward to leveraging my extensive finance leadership experience in support of the Company’s initiatives and creation of long-term stakeholder value,” said Gary. Petrone served as executive vice president and head of the retail electricity business of Dynegy Inc., and vice president of commercial and retail divisions at Exelon and in financial roles at PECO, an Exelon company. Past management roles included positions at Trigen Energy and Westinghouse. Petrone currently serves as president of Atwater Advisory where she focuses on strategic growth strategies and value creation. She has deep experience across the value chain, including management, business development and customer service in competitive power generation markets and regulated transmission and distribution businesses. (more)

Petrone’s alma mater is the University of Delaware, where she serves as an executive mentor at the Alfred Lerner College of Business and Economics. She is a member of the Board of Trustees of Magee Rehabilitation Hospital Foundation and past chair of its strategic planning committee. Petrone is also a member of both The Forum of Executive Women and Alliance Francaise de Philadelphie, and she previously was a member of the Women’s Council on Energy and the Environment in Washington, D.C. In Gary’s role as vice president of finance at Delmarva-based TidalHealth Inc., she leads the organization’s finance functions, including strategic financial planning and analysis, forecasting and decision support. Prior to TidalHealth, Gary held management positions at UT Southwestern Medical Center and Methodist Health System, during which she managed operating and capital budgets, strategic planning and the finance and business operations. Gary formerly served on the Board of Duncanville and Cedar Hill Chambers of Commerce in Texas, and currently serves as treasurer of a nonprofit organization that provides community programs and services to residents in the Dallas County area. About Chesapeake Utilities Corporation Chesapeake Utilities Corporation is a diversified energy delivery company, listed on the New York Stock Exchange. Chesapeake Utilities Corporation offers sustainable energy solutions through its natural gas transmission and distribution, electricity generation and distribution, propane gas distribution, mobile compressed natural gas utility services and solutions, and other businesses. For more information, visit www.chpk.com. Please note that Chesapeake Utilities Corporation is not affiliated with Chesapeake Energy, an oil and natural gas exploration company headquartered in Oklahoma City, Oklahoma. # # # For more information, contact: Brianna Patterson Manager, Public Relations and Strategic Communications 302-217-7050 bpatterson@chpk.com