Middlesex Water Co (MSEX) May 19, 2026 Annual General Meeting Transcript

Good morning, ladies and gentlemen, and welcome to Middlesex Water Company's Annual Meeting of Shareholders. I would like to introduce you to Nadine Leslie, Chair, President, and Chief Executive Officer of Middlesex Water Company. Ms. Leslie, you may begin.

Thank you, and good morning, everyone. It is my pleasure to welcome all of you to our 2026 Annual Shareholders Meeting. meeting. It is now 11 a.m., and in accordance with the notice of the meeting, I would like to call to order the Annual Meeting of Shareholders of Middlesex Water Company. Jay Cooper, Vice President, General Counsel, and Secretary of Middlesex Water Company will serve as Secretary of the meeting. It is our intent to conduct this meeting in accordance with the agenda. I will add now to recognize the members of your Board of Directors, Dr. Joshua Bershad, Executive Vice President, Physician Services of RWJ Barnabas Health and Chief Medical Officer of Word Girls Athletics, James F. Cosgrove, Jr., President of One Water Consulting, LLC, Kim Hanneman, President and Chief Operating Officer of Public Service Electric and Gas Company. Robert Hoglund, Retired Senior Vice President and Chief Financial Officer of Consolidated Edison, Inc. Steven Klein, President and Chief Executive Officer of Northfield Bank Coop, Inc. and a subsidiary Northfield Bank. Amy Mansou, Chief Executive Officer of Inspira Health and Lead Director of the Middlesex Water Company Board. Vaughn McCoy, partner with the law firm of Cornell Foley LLP. Anne Noble, financial consultant. And Walter Reinhardt, retired partner of the law firm of Norris Loughlin. I would also like to introduce members of the Middlesex Water Company Executive Management Robert Folliger, President, New Jersey Operations. Rick Ginago, Vice President, Human Resources. Tatiana Kaplan, Vice President and Chief Accounting Officer. Jay Cooper, Vice President, General Counsel and Secretary. Bruce Patrick, President, Delaware Operations. Georgia Simpson, Vice President, Information Technology and Chief Technology Officer. Greg Sorensen, Vice President and Chief Operating Officer. Riley Zarhouni, Senior Vice President, Chief Financial Officer and Treasurer. I would also like to acknowledge guests on this webcast today from the New Jersey Board of Public Utilities, the New Jersey Division of Raid Council, representatives from Broadridge Corporate Issuer Solutions, and Daniel Chavez, partner representing our auditing firm, PricewaterhouseCoopers LLP. Peter Deskovich of IOE Services Inc. has been appointed today Inspector of Election. The Inspector of Election has executed the oath of the Inspector of Election and that oath will be appended to the minutes of this meeting. Peter will report the voting results later in the meeting. You may enter any questions in the area provided on this meeting website and we will answer questions following our remarks. I will now turn the meeting over to Jay Cooper to begin the formal matters to be discussed. The Secretary will give a report with respect to the record date for the meeting, notice of this meeting, presence of a certified list of shareholders, the presence of a quorum, and the oath of the proxies.

Thank You Nadine. We are conducting this meeting in accordance with our bylaws and the annual meeting rules of conduct.

These rules are available on this meeting website.

Under U.S. Securities and Exchange Commission rules, allowing us to furnish proxy materials to shareholders over the internet a notice of internet availability of proxy materials was mailed to some shareholders others who have chosen not to receive these materials in electronic form received a full set of proxy materials in paper form as in the past the company's annual report to shareholders is also available on this meeting website the company website and a copy will be filed with the records of this meeting as a reminder shareholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a shareholder and clicking the vote button on your screen if you have previously voted by proxy and do not wish to change your vote your vote will be cast as you previously instructed and no further action is required we will begin by attending to the formal business of the meeting the board of directors on february 19th 2026 by resolution fixed the close of business on March 24, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting. This meeting is held pursuant to the notice of annual meeting that we began mailing to shareholders on April 6, 2026. I have been provided with a complete certified list of stockholders of Middlesex Water Company entitled to vote at this meeting. This list of shareholders can be found on this meeting website. We have received an affidavit of mailing from Broadridge indicating that notice of the meeting has been duly given, a copy of which will be appended to the minutes of this meeting. A copy of our proxy statement is available on this meeting website, on Middlesex Water Company's website, and the Securities and Exchange Commission's website at www.sec.gov. The Inspector of Election has confirmed that proxies have been received, representing a majority of the nearly 18,581,513 shares of Middlesex Water Common Stock entitled to vote as of the record date of March 24, 2026. I declare that there is a quorum present. The oaths of Kim Hanneman and Ann Noble, who will serve as proxies, have been presented. Accordingly, the meeting is duly constituted and we may now proceed with the business of the meeting. As I previously noted, the polls are open for voting.

The principal items of business to be voted on at this meeting are set forth in the Notice of Annual Meeting to Shareholders. The first item of business to be considered and voted on by shareholders is the election of four directors. The nominees for election as directors and set forth in the proxy statement for this meeting are Dr. Joshua Bershad, James F. Cosgrove, Jr., and Vaughn McCoy to a three-year term as Class 3 directors, and Robert Hodlund to a two-year term as a Class 2 director. The Board of Directors unanimously recommends a vote for the approval of this proposal. The second item of business to be considered and voted on today by our shareholders is to obtain a non-binding advisory vote for the compensation of our named executive officers as defined under Security and Exchange Commission regulations. such compensation is detailed in the proxy materials. As you may be aware, under the provisions of the Dodd-Frank Act and as our proxy indicates, this shareholder vote is advisory only and is non-binding. The Board of Directors unanimously recommends a vote for approval of this proposal. The third item of business is to ratify the appointment of PricewaterhouseCoopers, LLP, as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors unanimously recommends a vote for approval of this proposal. That concludes the presentation of the items of business that you have been asked to vote on at today's meeting.

Therefore, the polls are now closed.

We have allotted time to answer questions submitted by shareholders, and we will attempt to address them in the time allowed. out. We have received one question. And Riley Zerhouni, Senior Vice President, CFO and Treasurer, will address the question received.

Riley? Thank you, Nadine. So the question that we have received is related to opportunities for data centers in our service territory. At this time, we have not received applications related to data centers in our service territory. we will assess those applications as they come in and our ability to provide water for those applications.

With there being no further questions, I believe the Inspector of Election, Peter Deskovich, is now ready to report on the results of the voting. Peter?

I have received the preliminary voting results based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows. Proposal 1, the election of directors Joshua Burchard, James F. Cosgrove, Jr., and Vaughn McCoy to a three-year term and Robert Hoagland to a two-year term. This proposal received more than the majority of the votes cast in favor and has been approved. Proposal two, to obtain a non-bonding advisory vote approving the compensation of the company's named executive offices. This proposal received more than the majority of the votes cast in favor and has been approved. Proposal three, to ratify the appointment of Pricewaterhouse Cooper's LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. This proposal received more than the majority of the votes cast in favor and has been approved. All votes are subject to final certified count.

Thank you, Peter. We will report the final vote results on a Form 8K to be filed with the Securities and Exchange Commission within four business days from today's meeting in accordance with the SEC's regulations. I would like I would like to thank all of you for your vote of confidence in this board and the senior leadership team by your approval of these proposals. I would like to thank our Inspector of Election, Peter Deskovich, and Broadridge for facilitating this virtual meeting, as well as shareholders and guests for attending this annual meeting of shareholders. This meeting replay will be archived on our website at www.middlesexwater.com. There being no further business, the Annual Meeting of Shareholders of Middlesex Water Company is now formally adjourned.

This concludes today's meeting. Thank you for attending. You may now disconnect and have a great rest of your day.