UTL 8-K
Unitil Corp (UTL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
N/A
(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:
| Title of each class |
Trading |
Name of each 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 |
| (d) | Election of Directors |
On October 30, 2024, the Board of Directors of Unitil Corporation (the “Company”) elected Jane Lewis-Raymond as a Director, effective immediately. The addition of a new Director is part of the Board of Directors normal succession planning process in anticipation of upcoming retirements from the Board of Directors due to Directors reaching the mandatory retirement age of 75. Ms. Lewis-Raymond will serve on the Board of Directors until the Company’s 2025 annual meeting of shareholders, which is expected to be scheduled for April 30, 2025, at which point the Company anticipates she will stand for election to the Board of Directors for a three-year term. The Board of Directors also appointed Ms. Lewis-Raymond to its Compensation Committee.
The Nominating and Governance Committee of the Board of Directors recommended (i) Ms. Lewis-Raymond’s election to the Board of Directors and (ii) Ms. Lewis-Raymond’s appointment to the Compensation Committee.
The Board of Directors has determined that Ms. Lewis-Raymond is independent (as defined in Section 303A.02 of the NYSE Listed Company Manual – Corporate Governance Standards). Ms. Lewis-Raymond does not have any relationships with the Company requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Lewis-Raymond has been principal of Hilltop Strategies, LLC (“Hilltop”) since 2019, which provides strategic consulting services to senior executives in a wide variety of industries. Prior to Hilltop, Ms. Lewis-Raymond was a partner in the corporate and energy groups at the law firm of Parker Poe Adams and Bernstein (“Parker Poe”). Prior to Parker Poe, she served as senior vice president and chief legal, compliance and external relations officer at Piedmont Natural Gas Company, Inc. (“Piedmont”), a natural gas distribution utility that is now a wholly owned subsidiary of Duke Energy. Prior to Piedmont, she held the position of vice president of regulatory affairs at the American Gas Association, which represents energy companies that provide natural gas service. Ms. Lewis-Raymond also currently serves on the Board of Southwest Gas Holdings, Inc., a purchaser, distributor, and transporter of natural gas. Ms. Lewis-Raymond earned a Bachelor of Arts degree in Government and Politics and East Asian Language and Literature from the University of Maryland, and a J.D. from the University of Maryland School of Law, Order of the Coif.
As of October 30, 2024, Ms. Lewis-Raymond did not beneficially own any shares of the Company’s common stock. The address for Ms. Lewis-Raymond is c/o Unitil Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.
As a member of the Board of Directors who is not an officer or employee of the Company or any of its subsidiaries, Ms. Lewis-Raymond is entitled to an annual retainer fee, which is currently i) a cash retainer of $65,000 per year paid in quarterly installments, (ii) an equity retainer of $95,000 per year payable in kind as common stock or restricted stock units and (iii) $2,000 for each special meeting of the Board of Directors that she attends in person. In addition, as a non-chair member of the Compensation Committee, Ms. Lewis-Raymond will receive an annual cash retainer of $7,000 per committee per year, which is paid in quarterly installments.
| Item 7.01 | Regulation FD Disclosure |
A copy of the Registrant’s press release issued regarding the matter identified in Item 5.02(d) is included herein as Exhibit 99.1 and incorporated herein by reference.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number | Exhibit | |
| 99.1 | Press Release dated October 30, 2024 regarding election of director | |
| 104 | Cover Page Interactive Data File (embedded within the 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 hereunto duly authorized.
UNITIL CORPORATION
| By: | /s/ Daniel J. Hurstak | |
| Daniel J. Hurstak | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| Date: | November 5, 2024 | |
Exhibit 99.1
Page 1 of 2
FOR RELEASE
Unitil Elects a New Member of the Board of Directors
—————————————————————————————————
HAMPTON, NH, October 30, 2024: Unitil Corporation (NYSE:UTL) (unitil.com) today announced that its Board of Directors has elected Jane Lewis-Raymond to the Board. The addition of a new director is part of the Board’s normal succession planning process in anticipation of the upcoming retirements of directors reaching the mandatory retirement age of 75. Ms. Lewis-Raymond will stand for election to the Board by the shareholders of the Company at the next annual meeting of shareholders, which will be held in April 2025.
Ms. Lewis-Raymond is principal of Hilltop Strategies, LLC (“Hilltop”), which provides strategic consulting services to senior executives in a wide variety of industries. At Hilltop she brings vast experience as a natural gas utility executive, including deep knowledge of corporate governance, community relations, cybersecurity oversight, as well as data privacy, safety, and corporate ESG programs. Prior to Hilltop, Ms. Lewis-Raymond was a partner in the corporate and energy groups at the firm of Parker Poe Adams and Bernstein (“Parker Poe”). Prior to Parker Poe, she served as senior vice president and chief legal, compliance and external relations officer at Piedmont Natural Gas Company, Inc. (“Piedmont”), which is now a wholly owned subsidiary of Duke Energy. Prior to Piedmont, she held the position of vice president of regulatory affairs at the American Gas Association. Ms. Lewis-Raymond also currently serves on the Board of Southwest Gas Holdings, Inc. Ms. Lewis-Raymond earned a Bachelor of Arts degree in Government and Politics and East Asian Language and Literature from the University of Maryland, and a J.D. from the University of Maryland School of Law, Order of the Coif.
“We are delighted that Jane Lewis-Raymond will be joining the Unitil Board,” said Thomas P. Meissner, Jr., Unitil’s chairman and chief executive officer. “Jane is a proven leader having served as an attorney and an executive in the natural gas industry for nearly three decades. She brings a broad portfolio of skills that will enhance and complement our Board’s existing skill set and strengthen our commitment to safety, growth and sustainability.”
About Unitil Corporation
Unitil Corporation provides energy for life by safely and reliably delivering electricity and natural gas in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to the delivery of dependable, more efficient energy. Unitil Corporation is a public utility holding company with operations in Maine, New Hampshire and Massachusetts. Together, Unitil’s operating utilities serve approximately 108,500 electric customers and 88,400 natural gas customers. For more information about our people, technologies, and community involvement please visit unitil.com.
6 Liberty Lane West
Hampton, NH 03842
T 603.772.0775
www.unitil.com
Page 2 of 2
For more information please contact:
Christopher Goulding – Investor Relations
Phone: 603-773-6466
Email: [email protected]
Alec O’Meara – External Affairs
Phone: 603-773-6404
Email: [email protected]
6 Liberty Lane West
Hampton, NH 03842
T 603.772.0775
www.unitil.com