gwrs-20230206false000143472800014347282023-02-062023-02-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 6, 2023
GLOBAL WATER RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-37756 | | 90-0632193 |
| (State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | |
| 21410 N. 19th Avenue #220 | | | | |
| Phoenix, | Arizona | | | | 85027 |
| (Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 360-7775
Not Applicable
(Former name or former address, if changed since last report)
| | | | | | | | |
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | GWRS | The NASDAQ Stock Market, LLC |
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) |
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| ☐ | 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 6, 2023, Global Water Resources, Inc. (the “Company”) appointed Christopher D. Krygier as the Company’s Chief Operating Officer, effective immediately.
Mr. Krygier, age 39, previously served as the Company’s Chief Strategy Officer since June 2020. Mr. Krygier brings over 15 years of experience in operations management, regulatory strategy, and capital deployment for large projects and transactions, along with multi-state experience and industry knowledge. Prior to joining the Company, Mr. Krygier held various roles at Liberty Utilities (subsidiary of Algonquin Power & Utilities Corporation) from March 2012 to June 2020. As Director of Operations, Mr. Krygier oversaw approximately 75,000 water/wastewater utility customers in Arizona and Texas, from late 2018 to mid-2020; as Director of Rates and Regulatory Affairs, he oversaw all regulatory commission activities for six states and approximately 330,000 customers, from early 2017 to late 2018; and as Director of Regulatory and Government Affairs, he oversaw regulatory commission activity for three states and approximately 55,000 customers from late 2013 to late 2017. He has extensive experience representing utilities before the Arizona Corporation Commission, other public utility commissions, and municipal and county governments regarding the formulation of policy, rates, and regulations. Mr. Krygier holds a Master of Business Administration and a Bachelor of Science in Economics from Arizona State University’s W.P. Carey School of Business, is a Certified Management Accountant and a CFA charterholder.
There are no arrangements or understandings between Mr. Krygier and any other person pursuant to which he was appointed to serve as the Company’s Chief Operating Officer. There are also no family relationships between Mr. Krygier and any director or executive officer of the Company, and Mr. Krygier does not have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the appointment, the Company and Mr. Krygier entered into an amendment to his current employment agreement (the “Amendment”) to increase his annual base salary to $250,000 and to reflect his new title as the Company’s Chief Operating Officer. All other terms of Mr. Krygier’s employment agreement remain the same.
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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| Item 9.01 | Financial Statements and Exhibits. |
(i)Exhibits | | | | | | | | |
| Exhibit No. | | Description |
| | | |
| 10.1 | | | |
| 99.1 | | | |
| 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| | | GLOBAL WATER RESOURCES, INC. |
| | |
| Date: February 10, 2023 | | /s/ Michael J. Liebman |
| | | Michael J. Liebman |
| | | Chief Financial Officer |
| February 10, 2023 | | |
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
WITH CHRISTOPHER D. KRYGIER
THIS FIRST AMENDMENT to the Employment Agreement (“First Amendment”) is made and entered into February ___, 2023 by and between Global Water Resources, Inc., a Delaware corporation (the “Company”), and Christopher D. Krygier, a resident of the State of Arizona (the “Executive”).
Executive and the Company are parties to the Employment Agreement entered into and effective as of May 5, 2021 (the “Agreement”). The Company and the Executive now desire to amend the Agreement to reflect the Executive’s promotion to Chief Operating Officer of the Company and to make certain other changes related thereto.
1. This First Amendment shall be effective as of February 6, 2023.
2. The first “Whereas” clause of the Recitals set forth in the Agreement is hereby restated in its entirety to read as follows:
WHEREAS, the Company desires to continue to employ the Executive as its Chief Operating Officer, and the Executive desires to continue such employment; and
3. Section 1 (Employment) of the Agreement is hereby amended by restating the first sentence thereof to read as follows:
Subject to the terms and conditions of this Agreement, the Company agrees to employ the Executive as its Chief Operating Officer and Executive also shall serve as the Vice President of Global Water, LLC and all regulated utility subsidiaries of the Company.
4. Section 3 (Base Salary) of the Agreement is hereby amended by restating the first sentence thereof to read as follows:
The Company will pay the Executive an annual base salary (“Base Salary”) of $220,000 for the one-year period following the Effective Date, $240,000 for that portion of the following one-year period up to and including February 5, 2023, and $250,000 beginning on February 6, 2023 and remaining at such amount until the time of any adjustment pursuant to the following sentence.
5. Section 4(A) (Incentive Compensation – Cash Bonus) of the Agreement is hereby amended by restating the first sentence thereof to read as follows:
For each calendar year ending December 31, 2021, 2022 and 2023, (and any years thereafter), the Executive will be eligible to receive up to 17.5%, 20% and 22.5%, respectively, of his then current Base Salary as incentive compensation in the form of a cash bonus.
6. Section 4(B) (Incentive Compensation – Restricted Stock Units) of the Agreement is hereby amended by restating the first sentence thereof to read as follows:
For each performance period ending December 31, 2021, 2022 and 2023, (and any years thereafter), the Executive will be eligible to receive up to 17.5%, 20% and 22.5%, respectively, of his then current Base Salary in the form of restricted stock units or such other equity awards as may be issued pursuant to the terms of the Global Water Resources, Inc. 2020 Omnibus Incentive Plan or such successor equity plan (the “Incentive Plan”).
7. Exhibit A to the Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A attached hereto and incorporated herein by reference.
8. As modified and amended by this First Amendment, the Agreement is ratified and confirmed by Executive and the Company.
9. This First Amendment may be executed in counterparts, each of which shall be deemed to be an original, and both of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed and delivered this First Amendment to the Employment Agreement as of the date first above written.
COMPANY:
GLOBAL WATER RESOURCES, INC.
By:
Name: Ron Fleming
Title: President and CEO
EXECUTIVE:
Christopher D. Krygier
Exhibit A
Executive Job Description
Chief Operating Officer
Our Chief Operating Officer, also known as a COO, will be responsible for Arizona Corporation Commission regulatory matters and business development including business growth, acquisition management, and generally for creating and implementing short-term and long-term strategic goals and change management activities for the Company based on regional and public water company competitive markets. The COO has the following job duties:
•Direct responsibility over the General Manager and all related departments and personnel within the utility operations organizational chart
•Oversee related company operations and employee productivity, building a highly inclusive culture that ensures team members can thrive and that organizational goals are met
•Collaborate with CEO and CFO in setting and driving organizational vision, operations strategy, and hiring levels
•Translate strategy into actionable steps for growth, implementing organization-wide goal setting, performance management, and annual operations planning
•Ensure compliance with national and local utility regulations, and take appropriate action when necessary
•Analyze internal operations and identify areas for process enhancement
•Implement business strategies and plans that align with the short- and long-term objectives developed in tandem with CEO and CFO
•Manage capital investments and expenses aggressively to ensure that the company achieves investor targets for growth and profitability
•Prepare detailed updates and forecasts
•Build and maintain trusting relationships with key customers, clients, partners, and stakeholders
•Oversight of all ACC matters including rate cases, regulatory compliance, CCN permits, strategy, etc.
•Acquisitions (target identification, negotiations, financing, diligence and consolidation)
•Developing new business ventures, water and wastewater related
•Collaborating with other executives for strategic initiatives
•Communicating organizational goals
•Determining areas of improvement or growth
•Managing marketing research initiatives and teams
•Analyzing competitors and data
Global Water Resources Appoints Chris Krygier as COO
PHOENIX, AZ – February 7, 2023 – Global Water Resources, Inc. (NASDAQ: GWRS), (TSX: GWR), a pure-play water resource management company, has appointed noted utility industry leader, Chris Krygier, to the new position of chief operations officer. He previously served as the company’s chief strategy officer since June 2020.
As COO, Krygier will be responsible for Global Water’s regulated water and wastewater utility operations across its expanding footprint in Arizona, including continuing to oversee the company’s business development and regulatory affairs.
Krygier will also continue to lead the company’s acquisition and growth initiatives, building on Global Water’s record of successful acquisitions of 12 utilities acquired in Maricopa, Pinal and Pima County since 2017.
Over the last three years, he has helped the company acquire seven of those utilities in Pima County and one in Pinal County. The company announced earlier this month that has completed the acquisition of Farmers Water which added 3,300 active water service connections in Pima County.
"Chris has been a valued member our executive team, helping us grow the company with a thoughtful and disciplined approach to utility consolidation, including a broader regulatory strategy,” stated company president and CEO, Ron Fleming. “His knowledge and expertise have helped us remain at the forefront of the water management industry. We look forward to his future contributions in his new role as we continue to improve and grow our core asset base in Arizona, with potential expansion throughout the southwest U.S.”
Krygier brings to the position more than 15 years of experience in operations management, regulatory strategy, and capital deployment for large projects and transactions, along with multi-state experience and industry knowledge. He has extensive experience regulatory experience representing utilities in over 10 states, including electric, natural gas, water and wastewater companies. He has also represented utilities before the Arizona Corporation Commission.
“I see great potential for further utility consolidation as well as additional opportunities for new utility solutions to support the booming Arizona economy,” commented Krygier. ”This includes opportunities in the Inland Port Arizona mega-site where we are working to provide water, wastewater and recycled water services to numerous new manufacturing facilities. As COO, I will continue to advance these initiatives and further our mission of providing safe, high-quality water services to the communities we have the privilege to serve.”
Prior to joining Global Water, Krygier served as director of operations for a water and wastewater utility division of an investor owned, publicly traded, multi-national renewable energy, and regulated utility conglomerate. He oversaw 75,000 water and wastewater active connections in Arizona and Texas. He also served as its director of rates, regulatory and governmental affairs, and in other positions for a division that served hundreds of thousands of customer connections throughout the mid-western United States. He played an integral role in the acquisition and integration of multiple billion-dollar transactions related to wind power generation and distribution.
Earlier in his career, Krygier held several positions of increasing responsibility at American Water, the United States largest water and wastewater investor owned utility. He has also served on numerous utility industry and volunteer boards and committees, including Southern Gas Utilities Association and Water Utilities Association of Arizona.
He earned his Bachelor of Science in Economics and MBA in Finance from Arizona State University’s W. P. Carey School of Business. He also previously served as a board member of ASU’s Hispanic Business Alumni Association. He is also a Certified Management Accountant as designated by the Institute of Management Accountants and is a CFA charterholder.
About Global Water Resources
Global Water Resources, Inc. is a leading water resource management company that owns and operates 29 systems which provide water, wastewater, and recycled water services. The company’s service areas are located primarily in growth corridors around metropolitan Phoenix. Global Water recycles over 1 billion gallons of water annually.
The company has been recognized for its highly effective implementation of Total Water Management (TWM). TWM is an integrated approach to managing the entire water cycle that involves owning and operating water, wastewater and recycled water utilities within the same geographic area in order to maximize the beneficial use of recycled water. It enables smart water management programs such as remote metering infrastructure and other advanced technologies, rate designs, and incentives that result in real conservation. TWM helps protect water supplies in water-scarce areas experiencing population growth.
Global Water has received numerous industry awards, including national recognition as a ‘Utility of the Future Today’ for its superior water reuse practices by a national consortium of water and conservation organizations led by the Water Environment Federation (WEF). The company also received Cityworks’ 2022 Excellence in Departmental Practice Award for demonstrating leadership and creativity in applying public asset management strategies to daily operations and long-term planning.
To learn more, visit www.gwresources.com.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain forward-looking statements which reflect the company's expectations regarding future events. The forward-looking statements involve a number of assumptions, risks, uncertainties, and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning our strategy; expectations about future business plans, prospective performance, growth, and opportunities; future financial performance; technologies; plans and expectations for capital expenditures; and other statements that are not historical facts as well as statements identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or the negative of these terms, or other words of similar meaning. These statements are based on our current beliefs or expectations and are inherently subject to a number of risks, uncertainties, and assumptions, most of which are difficult to predict and many of which are beyond our control. Actual results may differ materially from these expectations due to changes in political, economic, business, market, regulatory, and other factors, including the duration and severity of the COVID-19 pandemic and the actions to contain the virus or treat its impact, such as the efficacy of vaccines (particularly with respect to emerging strains of the virus). Factors that may also affect future results are disclosed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our filings with the Securities and Exchange Commission (the "SEC"), which are available at the SEC's website at www.sec.gov. This includes, but is not limited to, our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, and subsequent filings with the SEC. Additional risks and uncertainties include, but are not limited to, whether all conditions precedent in the definitive agreement to acquire Farmers Water Company will be satisfied, including the receipt of ACC approval, and other risks to consummation of the acquisition, including
circumstances that could give rise to the termination of the definitive agreement and the risk that the transaction will not be consummated without undue delay, cost or expense, or at all. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s views as of the date hereof. We undertake no obligation to publicly update any forward-looking statement, except as required by law, whether as a result of new information, future developments or otherwise.
Company Contact
Michael Liebman
CFO and SVP
Tel (480) 999-5104
Investor Relations Contact
Ron Both or Grant Stude
CMA Investor Relations
Tel (949) 432-7566
Media & ESG Contact
Tim Randall
CMA Media Relations
Tel (949) 432-7572