8-K

Date: December 17, 2021

/s/ James P. Lynch

James P. Lynch, Chief Financial Officer and Treasurer

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): December 17, 2021

SJW Group

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-8966

77-0066628

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

110 W. Taylor Street

San Jose, California 95110

(Address of principal executive offices, including zip code)

(408) 279-7800

(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:

☐	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 Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $0.001 per share

SJW

New York Stock Exchange LLC

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 December 17, 2021 the Board of Directors (the “Board”) of SJW Group (the “Company”), upon the recommendation by the Nominating and Corporate Governance Committee of the Board, appointed Rebecca A. Klein as a member of the Board, effective immediately. The Board also appointed Ms. Klein to serve on the Executive Compensation Committee and the Sustainability Committee. In addition, Ms. Klein will be appointed to serve on the Board of Directors of SJWTX, Inc. dba Canyon Lake Water Service Company and SJWTX Holdings, Inc., both wholly owned subsidiaries of the Company.

Ms. Klein, age 56, has been a Principal of Klein Energy, LLC, an energy consulting company based in Austin, Texas since October 2006. Over the last 25 years, she has worked in Washington, DC and in Texas in the energy, telecommunications and national security arenas. Since May 2010, Ms. Klein has been a member of the board of Avista Corporation, a publicly traded energy company. From October 2007 to 2013, she served on the board of the Lower Colorado River Authority, a public power utility owning generation, transmission and water services across the central Texas area, serving as chair from 2008 to 2013. From 2004 to 2006, Ms. Klein was a partner at Loeffler Tuggey & Rosenthal Law Firm. From 2001 to 2004, she served as a commissioner and chair of the Texas Public Utilities Commission and led a major restructuring of the power and telecommunications sectors in Texas. Ms. Klein was also the Policy Director at the Office of the Governor of Texas from 1999 to 2001. Since 2012, Ms. Klein has been a member of the advisory board of GroupNIRE, a company focused on developing energy resources from early stage technologies to commercial deployment. Since 2015, Ms. Klein has been a member of the board of Aiqueous, LLC, a water software company. She is also the Founder and a director of the Texas Energy Poverty Research Institute since 2015. Ms. Klein earned a Juris Doctor from St. Mary’s University School of Law in San Antonio, Texas. She also holds a Master of Arts in National Security Studies from Georgetown University and a Bachelor of Arts in Human Biology from Stanford University. She is a member of the State Bar of Texas. She is also a retired Lieutenant Colonel of the Air Force Reserve.

Ms. Klein will participate in the SJW Group Formulaic Equity Award Program for Non-Employee Board Members (as amended from time to time, the “Program”). Pursuant to the Program, Ms. Klein will be granted an award of restrict stock units (“RSU”) covering a number of shares of common stock to be determined, based on the period of service to the next annual meeting of stockholders. The award will vest upon completion of 1 year of service measured from the award grant date. The terms of such award and the Program are more fully described under the heading “Compensation of Directors” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 9, 2021 and the Form 8-K filed on September 14, 2021. In addition, the Company will enter into a director and officer indemnification agreement with Ms. Klein, in the form filed as Exhibit 10.62 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

On December 17, 2021, the Company issued a press release announcing the appointment of Rebecca A. Klein as a member of the Board. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index


Exhibit No.		Description

99.1		Press Release dated December 17, 2021.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document.

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.

Exhibit 99.1

LOGO

SJW Group Announces Appointment of Rebecca (“Becky”) Armendariz Klein to Board of Directors

SAN JOSE, Calif. — Dec. 17, 2021 — SJW Group (NYSE: SJW) today announced the appointment of Becky Armendariz Klein to the SJW Group Board of Directors. Ms. Klein has been appointed as an independent member of the board who will serve on the Sustainability and Executive Compensation Committees, effective December 17, 2021.

Since 2006, Klein has been the principal at Klein Energy, LLC, an energy and water consulting company based in Austin, Texas, where she shares her extensive experience with companies on regulatory, financial, strategic and government affairs matters. Prior to that she served as chair of the Public Utilities Commission of Texas, and retired as a Lieutenant Colonel from the U.S. Air Force Reserve. She also sits on other publicly traded and privately held boards.

“Becky is an outstanding addition to the SJW Group Board. Her life of service, including with the United States Air Force and as chair of the Texas Public Utility Commission speak to her commitment to making a real difference,” stated Eric W. Thornburg, chair, president and CEO of SJW Group. Thornburg further stated, “Her professional and academic background is also really quite extraordinary and will bring great value to the board and inform its deliberations. We enthusiastically welcome her and look forward to her insights and perspective!”

Klein is the founder of the Texas Energy Poverty Research Institute, a nonprofit that addresses the nexus of energy and poverty in Texas, and she previously served on the Diversity Advisory Committee of the Federal Communications Commission.

She is a native of San Antonio, Texas, and is fluent in Spanish having grown up partly in Mexico and Venezuela. She is a graduate of Stanford University and earned a master’s degree from Georgetown University, a juris doctor degree from St. Mary’s Law School, and a Master of Business Administration degree from the Massachusetts Institute of Technology.

About SJW Group

SJW Group is among the largest investor-owned pure play water and wastewater utilities in the United States, providing life-sustaining and high-quality water service to nearly 1.5 million people. SJW Group’s locally led and operated water utilities — San Jose Water Company in California, Connecticut Water Company in Connecticut, Maine Water Company in Maine and SJWTX Inc. (dba Canyon Lake Water Service Company) in Texas — possess the financial strength, operational expertise and technological innovation to deliver outstanding service to customers, safeguard the environment and provide opportunities to employees. SJW Group remains focused on investing in its operations, remaining actively engaged in its local communities and delivering continued sustainable value to its shareholders. For more information about SJW Group, please visit www.sjwgroup.com.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “projects,” “strategy,” or “anticipates,” or the negative of those words or other comparable terminology. These forward looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict.

These forward-looking statements involve a number of risks, uncertainties and assumptions including, but not limited to, the following factors: (1) the effect of water, utility, environmental and other governmental policies and regulations, including actions concerning rates, authorized return on equity, authorized capital structures, capital expenditures and other decisions; (2) changes in demand for water and other services; (3) the impact of the Coronavirus (“COVID-19”) pandemic on our business operation and financial results; (4) unanticipated weather conditions and changes in seasonality including those affecting water supply and customer usage; (5) climate change and the effects thereof; (6) unexpected costs, charges or expenses; (7) our ability to successfully evaluate investments in new business and growth initiatives; (8) contamination of our water supplies and damage or failure of our water equipment and infrastructure; (9) the risk of work stoppages, strikes and other labor-related actions; (10) catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornadoes, hurricanes, terrorist acts, physical attacks, cyber-attacks, epidemic, or similar occurrences; (11) changes in general economic, political, business and financial market conditions; (12) the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, changes in interest rates, compliance with regulatory requirements, compliance with the terms and conditions of our outstanding indebtedness, and general market and economic conditions; and (13) legislative and general market and economic developments. The risks, uncertainties and other factors may cause the actual results, performance or achievements of SJW Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Results for a quarter are not indicative of results for a full year due to seasonality and other factors. Other factors that may cause actual results, performance or achievements to materially differ are described in SJW Group’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Forward-looking statements are not guarantees of performance, and speak only as of the date made. SJW Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Media Contact

Dan Meaney, APR

SJW Group Media Relations

[email protected]

860.664.6016

Investor Contact

Willie Brown

Vice President, General Counsel and Corporate Secretary

[email protected]

408.918.7280