8-K

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 11, 2020

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EssentialUtilities, Inc.

(Exact Name of Registrant Specified in Charter)

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

Not Applicable

(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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with Essential Utilities, Inc.’s Corporate Governance Guidelines, which establish age 75 as the normal retirement age for directors, on September 11, 2020, Nicholas DeBenedictis, chairmanemeritus of the Board of Directors of Essential Utilities, Inc. (the “Company”), submitted his resignation from the Board of Directors and Committees of the Board effective September 15, 2020, the date of his 75th birthday. In view of Mr. DeBenedictis’ long and valuable service to the Company and to its Board of Directors and in order to facilitate a smooth transition of his responsibilities, the Board of Directors requested, and Mr. DeBenedictis agreed, that he continue to serve as a member of the Board of Directors and member of the Risk Mitigation and Investment Policy Committee until the Company’s 2021 Annual Meeting of Shareholders.

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.