Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2021, the Board of Directors (the "Board") of SJW Group (the
"Company") approved an amendment to the Company's Formulaic Equity Award Program
for Non-Employee Board members under the Company's Long-Term Incentive Plan (the
"Program"), to provide for equity awards to non-employee board members who
commence Board service between annual meetings of the Company's stockholders.
Under the Program, on the date of each annual meeting of the Company's
stockholders, each individual who is elected or re-elected to serve as a
non-employee Board member is automatically granted an award of restricted stock
units ("RSU") covering that number of shares of the Company's common stock
determined by dividing a specified dollar amount, currently $80,000, by the fair
market value per share of the common stock on such date. The amendment provides
that non-employee board members who commence service following the date of an
annual meeting of the Company's stockholders commencing with the 2020 annual
meeting and before the date that is two months prior to the next annual meeting
of the Company's stockholders, will automatically be granted an RSU award
pro-rated for the period of service to the next annual meeting. Such award to
any eligible non-employee Board member who commences service following the
Company's 2021 annual stockholder meeting will be made on the date of such
commencement of service and to the non-employee board member who commenced
service between the Company's 2020 and 2021 annual stockholder meetings, on
September 8, 2021, in each case vesting of such equity award for eligible
non-employee board members is on the one-year anniversary of the date the award
is granted.
The foregoing description of the amendment to the SJW Group Formulaic Equity
Award Program for Non-Employee Board Members does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the full text of
the amendment to the SJW Group Formulaic Equity Award Program for Non-Employee
Board Members, a copy of which is attached hereto as Exhibit 10.1 and which is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Fourth Amendment to the Formulaic Equity Award Program for
Non-Employee Board Members dated September 8, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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