8-K

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 18, 2020

SJW Group

(Exact name of registrant as specified in its charter)

(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:

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 ☐

On December 18, 2020, the Board of Directors (the “Board”) of SJW Group (the “Company”) approved an amendment to the Company’s Executive Severance Plan (the “Plan”) to allow the Executive Compensation Committee of the Board to designate individuals employed by Connecticut Water Service, Inc., or any of its subsidiaries, to participate in the Plan; provided such individual is not a party to an employment agreement with Connecticut Water Service, Inc. or any of its subsidiaries, or eligible to participate in the Change of Control Severance Plan established on December 8, 2017 for certain eligible employees of Connecticut Water Service, Inc., Connecticut Water Company, Maine Water Company, and their affiliates.

The foregoing description of the amendment to the SJW Group Executive Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the amendment to the SJW Group Executive Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

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 thereunto duly authorized.

SJW GROUP

Document

EXHIBIT 10.1

FIFTH AMENDMENT TO THE

SJW GROUP EXECUTIVE SEVERANCE PLAN

(As Amended and Restated January 1, 2010 and As Further Amended

October 26, 2010, November 15, 2016, July 26, 2017, November 6, 2017, and October 9, 2019)

WHEREAS, SJW Group (the “Company”) maintains the SJW Group Executive Severance Plan (the “Plan”);

WHEREAS, the Company previously amended the Plan, effective October 9, 2019, to exclude from the definition of “Officer” any individual who (a) is employed by Connecticut Water Service, Inc. or any of its subsidiaries, (b) has an employment agreement with Connecticut Water Service, Inc., or (c) is eligible to participate under the Change in Control Severance Plan established on December 8, 2017 for certain eligible employees of Connecticut Water Service, Inc., Connecticut Water Company, Maine Water Company, and their affiliates; and

WHEREAS, the Company wishes to amend the definition of “Officer” in the Plan to allow the Executive Compensation Committee of the Board of Directors to designate certain individuals who are employed by Connecticut Water Service, Inc., or any of its subsidiaries, as a participant under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of the date set forth below:

1.The second sentence of Section 1(j) of the Plan is hereby amended in its entirety to read as follows:

Notwithstanding the foregoing, “Officer” shall not include an individual who (a) is employed by Connecticut Water Service, Inc. or any of its subsidiaries, unless such individual has been expressly designated by the Executive Compensation Committee of the Board of Directors as a participant in the Plan, (b) has an employment agreement with Connecticut Water Service, Inc. or any of its subsidiaries, or (c) is eligible to participate under the Change in Control Severance Plan established on December 8, 2017 for certain eligible employees of Connecticut Water Service, Inc., Connecticut Water Company, Maine Water Company, and their affiliates.

2.Except as expressly modified by this Fifth Amendment, all the terms and provisions of the Plan shall continue to remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on this 18th day of December, 2020.

SJW GROUP

By: /s/ Eric W. Thornburg

Eric W. Thornburg, President,

Chief Executive Officer and

Chairman of the Board of Directors

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