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): October 27, 2022
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
New Jersey
001-08359
22-2376465
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1415 Wyckoff Road
Wall, New Jersey
  
07719
(Address of Principal Executive Offices)
  
(Zip Code)
(732) 938-1480
(Registrant’s telephone number, including area code)

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 - $2.50 par value
NJR
New York Stock Exchange
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.
 
Announcement of the Election of Michael O’Sullivan to the NJR Board
 
On October 27, 2022, the board of directors (the “Board”) of NJR increased the size of the Board from eleven to twelve directors and unanimously elected Michael O’Sullivan as a director, effective as of October 27, 2022. Mr. O’Sullivan will stand for re-election as a director at NJR’s Annual Meeting of Shareowners to be held on January 25, 2023 (the “2023 Annual Meeting”).
 
In connection with his election to the Board, Mr. O’Sullivan will receive cash and equity compensation consistent with the Company’s Non-Employee Director Compensation Plan, as amended. Other than this standard compensation arrangement, there are no arrangements or understandings between Mr. O’Sullivan and any other person pursuant to which he was elected as a director. Mr. O’Sullivan is not party to a transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
 
In addition, Mr. David A. Trice, age 74, who has been a director since 2004 and whose term expires at the 2023 Annual Meeting has announced that he will not stand for re-election to the Board and will therefore retire from the Board effective at the 2023 Annual Meeting.  Further, Mr. Robert B. Evans, age 74, who has been a director since 2009, has announced that he will retire from the Board effective at the 2023 Annual Meeting.
 
The Board has determined to decrease the size of the Board from twelve to ten directors effective at the 2023 Annual Meeting.
 
NJR issued a press release announcing the election of Mr. O’Sullivan to the Board (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.


(d)
Exhibits.
Exhibit
Number
Description
   
Press Release dated October 31, 2022.
   
104
Cover page in Inline XBRL format.
 
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.

 
NEW JERSEY RESOURCES CORPORATION
   
Date: October 31, 2022
By:
/s/ Roberto F. Bel
   
Roberto F. Bel
   
Senior Vice President and Chief Financial Officer


Exhibit 99.1


MICHAEL O’SULLIVAN ELECTED TO THE BOARD OF DIRECTORS OF NEW JERSEY RESOURCES
Directors David Trice and Robert Evans Announce Retirement

WALL, NJ, November 1, 2022 – The board of directors of New Jersey Resources (NYSE: NJR) today announced the unanimous election of Michael O’Sullivan, former senior vice president of Development at NextEra Energy Resources (NextEra), to the board.

“Mike O’Sullivan is an accomplished leader with extensive experience across the energy industry, particularly in the areas of sustainability, technology and innovation, all of which are priorities for our business,” said Steve Westhoven, president and CEO of New Jersey Resources. “He is a welcome addition to our board of directors.”

Mr. O’Sullivan is a recognized leader in the energy industry with significant executive management experience in finance, development, operations, regulatory and ESG. For nearly two decades, he served as senior vice president of development at NextEra, where he led the company’s renewable development and M&A/divestiture efforts, including the deployment of approximately $40 billion into more than 250 solar, wind, storage, nuclear and fossil fuel projects across 36 states and 4 provinces in Canada. He also served as a member of NextEra’s executive team and operating committee from 2001 until his retirement in 2020.

Prior to joining NextEra, Mr. O’Sullivan served as vice president of the Midwest division of AES; division vice president of NRG North America; vice president of business development at Indeck Energy Services; development manager at Homart Development, a subsidiary of Sears; and began his career as a staff engineer at Commonwealth Edison in 1982.

Mr. O'Sullivan received an MBA from the University of Chicago and a bachelor’s degree in civil engineering from the University of Notre Dame. He is a member of the University of Notre Dame’s President’s Circle, Engineering Advisory Council and Campus Energy Committee.

Separately, NJR announced the retirement of two long-serving directors, David Trice and Robert Evans.

Mr. Trice will retire at the end of his term, which expires at the NJR Annual Meeting of Shareowners on January 25, 2023.  He joined NJR’s board in 2004, and during his 18 years as a director he provided leadership as a member of the Nominating/Corporate Governance and Leadership Development and Compensation Committees.

Also Mr. Evans will also retire at the 2023 Annual Meeting, before the end of his current term, which was set to expire in January 2024.  He became a director in 2009 and for the past 13 years, he shared his experience and expertise as a member of the Audit Committee.

“There are no two people of higher integrity than David and Bobby,” said Don Correll, Chairman of the NJR board of directors. “I am grateful for their thoughtful, independent leadership and unique perspective that has provided a lasting contribution to our board and helped shape New Jersey Resources’ growth and success. Without question, we are a better, stronger company because of them.”

MICHAEL O’SULLIVAN ELECTED TO THE BOARD OF DIRECTORS OF NEW JERSEY RESOURCES
Directors David Trice and Robert Evans Announce Retirement
Page 2 of 2

About New Jersey Resources
New Jersey Resources (NYSE: NJR) is a Fortune 1000 company that, through its subsidiaries, provides safe and reliable natural gas and clean energy services, including transportation, distribution, asset management and home services. NJR is composed of five primary businesses:
 
•
New Jersey Natural Gas, NJR’s principal subsidiary, operates and maintains over 7,600 miles of natural gas transportation and distribution infrastructure to serve over 560,000 customers in New Jersey’s Monmouth, Ocean and parts of Morris, Middlesex, Sussex and Burlington counties.
•
Clean Energy Ventures invests in, owns and operates solar projects with a total capacity of over 380 megawatts, providing residential and commercial customers with low-carbon solutions.
•
Energy Services manages a diversified portfolio of natural gas transportation and storage assets and provides physical natural gas services and customized energy solutions to its customers across North America.
•
Storage and Transportation serves customers from local distributors and producers to electric generators and wholesale marketers through its ownership of Leaf River and the Adelphia Gateway Pipeline Project, as well as our 50% equity ownership in the Steckman Ridge natural gas storage facility.
•
Home Services provides service contracts as well as heating, central air conditioning, water heaters, standby generators, solar and other indoor and outdoor comfort products to residential homes throughout New Jersey.

NJR and its more than 1,200 employees are committed to helping customers save energy and money by promoting conservation and encouraging efficiency through Conserve to Preserve® and initiatives such as The SAVEGREEN Project® and The Sunlight Advantage®.

For more information about NJR: www.njresources.com.
Follow us on Twitter @NJNaturalGas.
“Like” us on facebook.com/NewJerseyNaturalGas.

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