8-K

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 _____________

FORM

8-K

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CURRENT

REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of report (Date of earliest event reported): October 17, 2022

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Essential Utilities, Inc.

(Exact Name of Registrant Specified in Charter)

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Registrant’s telephone number, including area code: (610) 527-8000

(Former Name or Former Address, if Changed Since Last Report)

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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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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:

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 o

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. o

On October 17, 2022, Essential Utilities, Inc. (the “Company”) announced that Richard Fox, Executive Vice President and Chief Operating Officer, is retiring effective December 1, 2022. Also on October 17, 2022, the Board of Directors of the Company announced that it has approved an organizational structure that will become effective December 1, 2022. The new organization has Ms. Colleen Arnold, Vice President, Water Operations, and Mr. Michael Huwar, Vice President, Gas Operations, reporting directly to Christopher H. Franklin, President and Chief Executive Officer.

The Company will enter into a change-in-control agreements with Ms. Arnold and Mr. Huwar substantially identical to the form of agreement entered into with other executive officers of the Company and filed with the Company’s SEC filings.

Neither Ms. Arnold nor Mr. Huwar have any family relationships with any of the Company’s directors or executive officers. Neither Ms. Arnold nor Mr. Huwar have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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.