Item 8.01  Other Events.

Annually, the Essential Board of Directors (the "Board") consults with the independent compensation consultant retained by the Board's Executive Compensation Committee, Pay Governance, to review compensation paid with the goals of attracting and retaining high quality directors. Based on advice from Pay Governance and Board deliberation, on December 7, 2022, the Board of Essential Utilities, Inc. (the "Company"), upon the recommendation of the Executive Compensation Committee and the Corporate Governance Committee, approved an increase in the annual equity award for all non-employee directors of $10,000 per year. The increase is effective as of January 1, 2023, when the annual cash retainer will remain at $105,000 and the annual equity award will be increased to $120,000 per year. The updated schedule of non-employee directors' compensation is attached to this Form 8-K as an exhibit and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits.




 10.1   Non-Employee Directors' Compensation, effective January 1, 2023.

104 Cover Page Interactive Data File (formatted as inline XBRL)

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