8-K
California Water Service Group (CWT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 29, 2024
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
| Delaware<br><br>(State or other jurisdiction<br> of incorporation) | 1-13883<br><br>(Commission file number) | 77-0448994<br><br>(I.R.S. Employer<br> Identification Number) |
|---|---|---|
| 1720 North First Street<br>San Jose, California<br><br>(Address of principal executive offices) | 95112<br><br>(Zip Code) | |
| --- | --- |
(408) 367-8200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act<br>(17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act<br>(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares, par value $0.01 | CWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by 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 5.07. Submissionof Matters to a Vote of Security Holders
California Water Service Group (the “Company”) held its Annual Meeting of Stockholders on May 29, 2024 (the “Annual Meeting”). Stockholders acted on the following items of business at the Annual Meeting:
1. The following nominees for Director were elected to serve until the 2025 Annual Meeting of Stockholders based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Gregory E. Aliff | 47,847,451 | 241,516 | 117,081 | 4,239,991 | ||||
| Shelly M. Esque | 47,825,724 | 277,457 | 102,867 | 4,239,991 | ||||
| Jeffrey Kightlinger | 47,604,734 | 485,917 | 115,397 | 4,239,991 | ||||
| Martin A. Kropelnicki | 45,909,661 | 2,191,908 | 104,479 | 4,239,991 | ||||
| Thomas M. Krummel, M.D. | 46,266,752 | 1,834,280 | 105,016 | 4,239,991 | ||||
| Yvonne A. Maldonado, M.D. | 47,836,076 | 279,827 | 90,145 | 4,239,991 | ||||
| Scott L. Morris | 46,585,519 | 1,510,166 | 110,363 | 4,239,991 | ||||
| Charles R. Patton | 47,719,452 | 381,282 | 105,314 | 4,239,991 | ||||
| Carol M. Pottenger | 47,842,639 | 266,824 | 96,585 | 4,239,991 | ||||
| Lester A. Snow | 47,172,744 | 924,214 | 109,090 | 4,239,991 | ||||
| Patricia K. Wagner | 47,869,511 | 235,829 | 100,708 | 4,239,991 |
2. The advisory vote on the compensation paid to the Company’s named executive officers was approved as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 46,178,612 | 1,866,216 | 161,220 | 4,239,991 |
3. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 51,261,618 | 1,060,279 | 124,142 | - |
4. The approval of the Group’s 2024 Equity Incentive Plan as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 46,833,988 | 1,198,006 | 174,054 | 4,239,991 |
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.
| CALIFORNIA WATER SERVICE GROUP | ||
|---|---|---|
| Date: May 31, 2024 | By: | /s/ Martin A. Kropelnicki |
| Name: | Martin A. Kropelnicki | |
| Title: | Chairman, President & Chief Executive Officer |