NJR 8-K
New Jersey Resources Corp (NJR)
8-K
2025-04-21
For: 2025-04-16
View Original
Added on
April 08, 2026
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): April 16, 2025
(Exact Name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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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. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Announcement of the Election of William T. Yardley to the NJR Board
On April 16, 2025, the board of directors (the “Board”) of New Jersey Resources Corporation ("NJR" or the "Company") increased the size of the
Board from ten to eleven directors and unanimously elected William T. Yardley as a director, effective as of July 1, 2025. Mr. Yardley will stand for re-election as a director at NJR’s next Annual Meeting of Shareowners.
In connection with his election to the Board, Mr. Yardley will receive cash and equity compensation consistent with the Company’s Non-Employee
Director Compensation Plan, as amended, as filed with our annual report on Form 10-K, for the fiscal year ended September 30, 2024, as Exhibit 10.3, which is incorporated herein by reference. Other than this standard compensation arrangement, there
are no arrangements or understandings between Mr. Yardley and any other person pursuant to which he was elected as a director. Mr. Yardley is not party to a transaction with the Company that would require disclosure under Item 404(a) of Regulation
S-K.
NJR issued a press release announcing the election of Mr. Yardley 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.
Cautionary Statements Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers
that the assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants.
Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward looking information and such forward-looking statements are made based upon management’s
current expectations and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of
future developments on NJR will be those anticipated by management. Forward looking information in this filing includes, but is not limited to, certain statements regarding the use of proceeds of the Notes.
Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings
with the U.S. Securities and Exchange Commission (“SEC”), including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web
site, http:.//www.sec.gov. Information included in this filing is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR’s results of operations and financial condition in connection
with its preparation of management’s discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to
review or revise any particular forward-looking statement referenced herein in light of future events.
| Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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Press Release dated April 21, 2025.
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104
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Cover page in Inline XBRL format.
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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.
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NEW JERSEY RESOURCES CORPORATION
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Date: April 21, 2025
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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Exhibit 99.1
OF NEW JERSEY RESOURCES
WALL, NJ, APRIL 21, 2025 – The board of directors of New Jersey Resources (NYSE: NJR) today announced the unanimous election of William T. Yardley to the board, effective July 1, 2025.
“Bill Yardley is a proven leader in the energy industry,” said Steve Westhoven, president and CEO of New Jersey Resources. “His extensive experience with pipeline
infrastructure, regulatory strategy, policy and innovation will be an asset to our company, and I am confident the strategic guidance and insight he brings will benefit our board.”
“With his wealth of experience and proven track record of driving innovation and growth, the addition of Bill Yardley as a director makes our board stronger,” said
Donald Correll, chair of the board of New Jersey Resources. “He is well respected for his expertise and accomplishments across our industry, and he will be a welcome addition to our board of directors.”
Mr. Yardley is chief executive officer of the Portland Natural Gas Transmission System (PNGTS), a natural gas pipeline company that serves constrained energy
markets in the northeast US. Prior to joining PNGTS, he was executive vice president and president of gas transmission and midstream at Enbridge, Inc., where he was responsible for directing growth opportunities, leading regulatory strategy, improving
pipeline integrity and safety practices and aligning operations with the energy transition across 17 natural gas pipeline systems and storage assets in the U.S. and Canada.
He also previously served as president of US transmission at Spectra Energy, group vice president of transmission at Duke Energy and vice president of marketing at
Boston Gas Company.
Mr. Yardley is an independent director for Enbridge Gas, Inc. and a director of GTI Energy and the Northeast Gas Association. Previously he was chair of the board of Interstate
Gas Association of America, and a member of the boards of Spectra Energy Partners, DCP Midstream and the United Way of Greater Houston.
- more -
WILLIAM T. YARDLEY ELECTED TO THE BOARD OF DIRECTORS OF NEW JERSEY RESOURCES
Page 2 of 2
He received a Bachelor of Arts degree in Economics from Colby College and a Master’s degree in Business Administration from Northeastern University. He is also a
graduate of Harvard University’s Advanced Management Program.
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:
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New Jersey Natural Gas, NJR’s
principal subsidiary, operates and maintains natural gas transportation and distribution infrastructure to serve customers in New Jersey’s Monmouth, Ocean, Morris, Middlesex, Sussex and Burlington counties.
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Clean Energy Ventures invests in,
owns and operates solar projects, providing customers with low-carbon solutions.
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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.
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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, as well as our 50% equity ownership in the Steckman Ridge natural gas
storage facility.
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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.
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NJR and its over 1,300 employees are committed to helping customers save energy and money by promoting conservation and encouraging efficiency
through Conserve to Preserve® and initiatives such as SAVEGREEN®.
For more information about NJR:
www.njresources.com.
Follow us on X.com (formerly Twitter) @NJNaturalGas.
“Like” us on facebook.com/NewJerseyNaturalGas.
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