UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to Section 13
or 15(d) of
The Securities Exchange Act of 1934
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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).
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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 June 29, 2023, the Board of Directors (the “Board”) of California Water Service Group (the “Company”) voted to increase the size of the Board from nine to ten directors and to elect Charles R. Patton to the Board, effective July 1, 2023.
In connection with his appointment to the Board, Mr. Patton will be eligible to receive compensation in accordance with the Company’s compensatory arrangements for non-employee directors as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2023 under the heading “Corporate Governance Matters—Director Compensation.”
The Company intends to enter into an indemnification agreement with Mr. Patton in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.
There are no arrangements or understandings between Mr. Patton and any other person pursuant to which Mr. Patton was selected as a director. There is no information that is required to be disclosed with respect to Mr. Patton pursuant to Item 404(a) of Regulation S-K.
On July 5, 2023, the Company issued a press release announcing the election of Mr. Patton to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
We hereby furnish the following exhibits, which shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing, with this report:
| Exhibit No. | Description | |
| 99.1 | Press Release issued July 5, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CALIFORNIA WATER SERVICE GROUP | ||
| Date: July 5, 2023 | By: | /s/ Martin A. Kropelnicki |
| Name: | Martin A. Kropelnicki | |
| Title: | Chairman, President & Chief Executive Officer | |
Exhibit 99.1
July 5, 2023
For immediate release
CALIFORNIA WATER SERVICE GROUP ANNOUNCES ELECTION OF CHARLES R. PATTON TO BOARD OF DIRECTORS
SAN JOSE, Calif.—California Water Service Group (Group) (NYSE: CWT) today announced the election of Charles R. Patton, 64, to the Group’s Board of Directors, effective July 1, 2023.
Prior to his retirement in July 2022, Patton served as Executive Vice President, External Affairs, at American Electric Power Company, Inc. (AEP), which serves nearly 5.5 million customers across 11 states. In this capacity, he was responsible for customer service, regulatory affairs, communications, and federal public policy. He also led corporate sustainability initiatives and AEP’s compliance program to satisfy the requirements of the North American Electric Reliability Corporation, a non-for-profit international regulatory authority whose mission is to assure the effective and efficient reduction of risks to the reliability and security of the electrical grid.
Currently, Patton serves as an independent director of Ameresco, Inc. and Sterling Construction Company. He holds a Bachelor’s Degree from Bowdoin College in Brunswick, Maine, and a Master’s Degree from the Lyndon B. Johnson School of Public Policy at the University of Texas at Austin.
According to Chairman and Chief Executive Officer Martin A. Kropelnicki, Patton’s breadth of experience and depth of expertise makes him an excellent addition to the Board.
“Charles will provide valuable insight to Group as we continue to strive for excellence in customer service, innovation in regulatory affairs, and mitigation of risks to the sustainability of our business,” he said. “I’m pleased to welcome him to the team.”
About California Water Service Group
California Water Service Group is the largest regulated water utility in the western United States. It provides high-quality, reliable water and/or wastewater services to more than 2 million people in California, Hawaii, New Mexico, Washington, and Texas through its regulated subsidiaries, California Water Service, Hawaii Water Service, New Mexico Water Service, and Washington Water Service, and its utility holding company, Texas Water Service.
What sets Group apart is its commitment to enhancing the quality of life for its customers, communities, employees, and stockholders. Guided daily by their promise to provide quality, service, and value, Group’s 1,100+ employees lead the way in working to protect the planet, care for people, and operate with the utmost integrity. Integral to Group’s strategy is investing responsibly in water and wastewater infrastructure, sustainability initiatives, and community well-being. The company has been named one of “America’s Most Responsible Companies” and “America’s Most Trustworthy Companies” by Newsweek and a Great Place to Work®. More information is available at www.calwatergroup.com.
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Media Contact
Shannon Dean
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