H2o America 8-K, filed Jan 7, 2020
H2o America (HTO)
8-K
2020-01-07
For: 2019-12-31
View Original
Added on
April 12, 2026
About this 8-K
H2o America filed this 8-K on January 7, 2020, reporting on events of December 31, 2019.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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 31, 2019
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Item 2.02: | Results of Operations and Financial Condition. |
On December 31, 2019, the Executive Compensation Committee (the “Committee”) of the Board of Directors of SJW Group (the “Company”) approved an amendment (the “Amendment”) to the Employment Agreement between Eric W. Thornburg and the Company dated September 26, 2017 (the “Employment Agreement”) to reflect the terms of Mr. Thornburg’s annual bonus arrangement (“Short-Term Incentive Award”) commencing with the 2020 calendar year.
The Amendment provides that commencing with the 2020 calendar year the target amount of Mr. Thornburg’s Short-Term Incentive Award for any calendar year during the term of the Employment Agreement will be no less than 75% of Mr. Thornburg’s annual base salary, with the actual annual Short-Term Incentive Award for any such calendar year ranging from 0% to a maximum annual award of 150% of the target annual Short-Term Incentive Award, based on the Committee’s determination of the level of achievement of the applicable performance goals for the year.
On December 31, 2019, the Committee also approved (a) an increase in Mr. Thornburg’s annual base salary to $780,000 for the 2020 calendar year, (b) a target annual Short-Term Incentive Award for Mr. Thornburg of $585,000 for the 2020 calendar year, and (c) an award of service vesting restricted stock units (the “RSUs”) to Mr. Thornburg under the Company’s Long-Term Incentive Plan to be granted on January 2, 2020, as described below. The RSU award covers the number of shares of the Company’s common stock as determined by dividing (i) $373,000 by (ii) the selling price of the Company’s common stock at the close of regular hours trading on the New York Stock Exchange on January 2, 2020, with the number of shares rounded up to the nearest whole number. The RSUs vest in a series of three successive equal annual installments upon Mr. Thornburg’s completion of each year of service over the three-year period measured from the January 2, 2020 effective date of the award, provided that the RSUs will vest in full on an accelerated basis upon certain specified terminations of service. The Committee will approve the grant of performance-based restricted stock unit awards and set the target number of shares of the Company’s common stock and performance goals under such awards for the 2020 calendar year at its meeting to be held in January 2020.
The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit 10.1.
Item 9.01: | Financial Statements and Exhibits. | |
(d) | Exhibits | |
Exhibit Number | Description of Document |
10.1 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within 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 thereunto duly authorized.
SJW GROUP
Date: January 7, 2020 | /s/ James P. Lynch |
James P. Lynch, Chief Financial Officer and Treasurer | |
Exhibit 10.1
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT (the “Amendment”), effective as of December 31, 2019 (the “Effective Date”), is made by and between SJW Group (the “Company”) and Eric W. Thornburg (the “Executive”).
WITNESSETH:
WHEREAS, the Executive and the Company entered into an Employment Agreement as of September 26, 2017 (the “Employment Agreement”).
WHEREAS, the Executive and the Company wish to amend the Employment Agreement to reflect the terms of the Executive’s annual bonus commencing with the 2020 calendar year as set forth in this Amendment.
NOW, THEREFORE, the Company and the Executive agree as follows:
1.Section 2(b) of the Employment Agreement entitled “Annual Bonus” is hereby replaced with the following:
(b) Annual Bonus. The Executive shall be eligible to receive an annual bonus for each calendar year during the Term, commencing with the 2018 year, based on the attainment of individual and corporate performance goals and targets established by the Executive Compensation Committee (“Annual Bonus”). The target amount of the Executive’s Annual Bonus for any calendar year during the Term commencing prior to the 2020 calendar year shall be no less than 50% of the Executive’s annual Base Salary, with the actual Annual Bonus for any such calendar year ranging from 0% to a maximum Annual Bonus of 75% of the Executive’s annual Base Salary, based on the Executive Compensation Committee’s determination of the level of achievement of the applicable performance goals for the year. The target amount of the Executive’s Annual Bonus for any calendar year during the Term commencing with the 2020 calendar year shall be no less than 75% of the Executive’s annual Base Salary, with the actual Annual Bonus for any such calendar year ranging from 0% to a maximum Annual Bonus of 150% of the target Annual Bonus, based on the Executive Compensation Committee’s determination of the level of achievement of the applicable performance goals for the year. Any Annual Bonus shall be paid after the end of the calendar year to which it relates, at the same time and under the same terms and conditions as the bonuses for other executives of the Company; provided that in no event shall the Executive’s Annual Bonus be paid later than March 15 after the calendar year to which the Annual Bonus relates.
2. Effect of Amendment. Except as hereinabove modified and amended, the Employment Agreement shall remain in full force and effect.
3. Counterparts. This Amendment may be executed in any number of counterparts (including facsimile counterparts), each of which shall be an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the Company and the Executive have executed this Amendment, effective as of the Effective Date.
SJW GROUP
By /s/ Daniel B. More
Daniel B. More, Chair, Executive Compensation Committee
Daniel B. More, Chair, Executive Compensation Committee
EXECUTIVE
/s/ Eric W. Thornburg
Eric W. Thornburg
Eric W. Thornburg
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