Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Essential
Utilities, Inc. (the "Company") was held on May 5, 2021 as a virtual meeting
pursuant to the notice sent, on or about March 22, 2021, to all shareholders of
record at the close of business on March 8, 2021, the record date for the Annual
Meeting. At the Annual Meeting:
1. The following nominees were elected as directors of the Company to serve for
one-year terms and until their successors are elected and qualified. The votes
received are set forth adjacent to the names below:
Name of Nominee For Withheld
Elizabeth B. Amato 173,832,860 2,099,467
Christopher H. Franklin 166,258,114 9,674,213
Daniel J. Hilferty 173,882,135 2,050,192
Francis O. Idehen 174,718,345 1,213,982
Edwina Kelly 174,741,618 1,190,709
Ellen T. Ruff 173,450,708 2,481,619
Lee C. Stewart 174,565,919 1,366,408
Christopher Womack 174,699,754 1,232,573
There were 30,125,237 broker non-votes recorded for each nominee.
2. The appointment of PricewaterhouseCoopers LLP as the independent registered
public accounting firm for the Company for the 2021 fiscal year, was ratified by
the following vote of shareholders:
For Against Abstain
200,698,815 4,933,999 424,750
There were no broker non-votes for the ratification of the independent
registered public accounting firm.
3. The advisory vote to approve the compensation paid to the Company's named
executive officers for 2020 as disclosed in the Company's Proxy Statement for
the Annual Meeting was approved by the following vote of shareholders:
For Against Abstain Broker Non-Votes
168,516,234 6,162,528 1,253,565 30,125,237
4. Ratification of an Amendment to the Company's Amended and Restated Bylaws
(the "Bylaws) to establish a standard for inclusion of shareholder nominees in
the Company's proxy statement:
For Against Abstain Broker Non-Votes
174,824,192 607,626 500,509 30,125,237
Item 8.01 Other Events.
At the Annual Meeting, the shareholders of the Company elected Edwina Kelly to
serve as a director.
On May 5, 2021, the Board of Directors (the "Board") determined that Ms. Kelly
is independent in accordance with the Company's corporate governance guidelines
and applicable NYSE and SEC requirements. Ms. Kelly was nominated to serve as a
director by Canada Pension Plan Investment Board, a federal Canadian Crown
corporation ("CPPIB") pursuant to rights to nominate a director granted to CPPIB
under a Stock Purchase Agreement dated March 29, 2019. Ms. Kelly has not been a
party to any transaction involving the Company required to be disclosed under
Item 404(a) of Regulation S-K.
CPPIB has informed the Company that, in accordance with CPPIB policies,
employees of CPPIB may not receive any compensation for service as a director.
As such, Ms. Kelly has elected to designate CPPIB as the recipient of the annual
cash retainer of $100,000 and to waive the annual stock grant awarded to
non-employee members of the Board.
Ms. Kelly has been appointed to the Audit Committee and the Risk and Investment
Policy Committee of the Board. Based on her (i) understanding of generally
accepted accounting principles and financial statements; (ii) ability to assess
the general application of such principles in connection with the accounting for
estimates, accruals and reserves under U.S. GAAP; (iii) experience preparing,
auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to
the breadth and complexity of issues that can reasonably be expected to be
raised by the registrant's financial statements, or experience actively
supervising one or more persons engaged in such activities; (iv) understanding
of internal controls and procedures for financial reporting; and (v)
understanding of audit committee functions, the Board has determined that Ms.
Kelly is an "audit committee financial expert" as such term is defined under the
rules and regulations of the SEC.
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