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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report: May 22, 2024
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its
charter)
new jersey | |
0-422 | |
22-1114430 |
(State or other jurisdiction of | |
(Commission | |
(I.R.S. Employer |
incorporation or organization) | |
File Number) | |
Identification No.) |
485C
ROUTE 1 SOUTH, SUITE 400, ISELIN New Jersey 08830
(Address of Principal Executive Offices) (Zip
Code)
732-634-1500
(Registrant’s
telephone number, including area code)
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:
¨ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
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:
Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
Common Stock | |
MSEX | |
NASDAQ |
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 ¨
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
Middlesex Water Company (the “Company”)
held its Annual Meeting of Shareholders on Tuesday, May 21, 2024, via virtual audio webcast. Shareholders voted to re-elect directors
Kim C. Hanemann and Ann L. Noble and elect Nadine Leslie (Class I Directors) each to serve a term of office of three years and Dennis
W. Doll (Class II Director) to serve a term of one year. At the Annual Meeting, the Company’s shareholders voted on the following
proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, (2024 Proxy Statement) which was filed with the
Securities and Exchange Commission on April 11, 2024, and mailed to shareholders.
Proposal No. 1
Description of Matters Submitted
| 1) | A proposal to elect three nominees to the Board – Directors Kim C. Hanemann, Nadine Leslie and Ann L. Noble (Class I Directors),
to a three-year term and one director – Chairman Dennis W. Doll (Class II Director), to a one-year term. The directors were
elected and received the following votes: |
Director (Class I) | |
For | | |
Withheld | | |
Broker Non-Votes | |
Kim C. Hanemann | |
| 10,043,075 | | |
| 2,924,292 | | |
| 2,681,769 | |
Nadine Leslie | |
| 12,637,342 | | |
| 330,025 | | |
| 2,681,769 | |
Ann L. Noble | |
| 11,564,323 | | |
| 1,403,044 | | |
| 2,681,769 | |
Director (Class II) | |
| | | |
| | | |
| | |
Dennis W. Doll | |
| 10,925,962 | | |
| 2,041,405 | | |
| 2,681,769 | |
Proposal No. 2
Description of Matters Submitted
| 2) | A proposal to approve a non-binding advisory resolution approving the compensation of the Company’s named executive officers
as disclosed in the 2024 Proxy Statement. The proposal was approved and received the following votes: |
For | |
Against | |
Abstain | |
Broker Non-Votes |
9,111,623 | |
3,764,447 | |
91,297 | |
2,681,769 |
Proposal No. 3
Description of Matters Submitted
| 3) | A proposal to ratify the appointment by the Audit Committee of Baker Tilly US, LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024. |
For | |
Against | |
Abstain | |
Broker Non-Votes |
15,424,333 | |
175,510 | |
49,293 | |
0 |
Item 8.01 Other Events
2024 Annual Meeting of Shareholders
On May 21, 2024, Middlesex Water Company
held its 2024 Annual Meeting of Shareholders virtually online via audio webcast. Announcement of voting results at which shareholders
elected three Class I Directors and one Class II Director; approved, by a non-binding advisory vote, the compensation of the
Company’s named executive officers; and ratified the Audit Committee’s appointment of Baker Tilly US, LLP as the independent
registered public accounting firm for 2024, as described above.
Management’s
presentation at the Annual Meeting of Shareholders will be available in the Investors section of the company’s website www.middlesexwater.com
under Financials/Annual Meeting and also at www.virtualshareholdermeeting.com/MSEX2024 The presentation is also filed
herewith as Exhibit 99.1 and is hereby incorporated by reference.
Press Release
On May 22, 2024, the Company issued a press
release describing the voting results of shareholders at the Annual Meeting held May 21, 2024. A copy of the Company’s press
release dated May 22, 2024, is filed here with as Exhibit 99.2 and is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
|
MIDDLESEX WATER COMPANY |
|
(Registrant) |
|
|
|
|
/s/ A. Bruce O’Connor |
|
A. Bruce O’Connor |
|
Sr. Vice President, Treasurer and |
|
Chief Financial Officer |
Dated: May 22, 2024
Exhibit
99.1
| ANNUAL
MEETING OF
SHAREHOLDERS
NASDAQ:MSEX
MAY 21, 2024 |
| Dennis W. Doll
Chairman of the
Board
Nadine Leslie
President & CEO
A. Bruce O’Connor
Sr. Vice President,
Treasurer & CFO
Our Speakers
Jay L. Kooper
Vice President, General
Counsel & Secretary
Robert J. Capko
Principal
Accounting Officer
2
2 |
| Forward Looking Statement
As an introduction to the information we will be
discussing, please be aware that some of our
comments can be considered forward looking
statements as defined by the federal securities laws
and as outlined in the Company’s SEC filings. As
such, any forward looking statements are based on
currently available information and management’s
assumptions, expectations and estimates; however,
actual results may vary significantly. Risk factors
that could cause actual results to vary from
expectations are described in the Company’s filings
with the SEC. These factors are also available in our
most recent earnings release which can be viewed
on our website at www.middlesexwater.com or in
our Annual Report.
3
3 |
| Company Snapshot
MSEX operates regulated water and wastewater operations in
New Jersey and Delaware. It also operates water and wastewater
systems under contract for municipalities and private clients.
• Established: 1897
• Market Capitalization: $1.0B
• Diluted EPS: $2.02 TTM
• Average Trading Volume: 177,358
• Dividend Yield: 2.25%
• 52 Week Range: $45.42 – $84.38
(As of 5/10/24)
Our Formula for Building Shareholder Value
• Provide high quality and cost-effective
utility services to customers
• Upgrade and replace utility infrastructure to
build system resiliency and meet
compliance requirements
• Finance the capital program
• Receive timely and adequate rate recovery
• Selective and profitable growth
MWC has paid cash dividends in varying amounts continually since 1912
and has increased its annual dividend for 51 consecutive years.
4 |
| • March 2024 - Nadine Leslie became President and CEO and named to
the Middlesex Board of Directors. Dennis Doll retired February 2024. Doll
remains Chairman of the Board through the expiration of his term.
• December 2023 – Bruce Patrick, P.E. Named President of Tidewater
Utilities, Inc.
• July 2023 – Park Avenue Plant to treat PFOA fully completed and in
service treating groundwater in compliance with all current and
proposed state/federal drinking water standards.
• April 2023 – Middlesex announces >$10 million initiative to upgrade
drinking water infrastructure in Carteret and Port Reading, NJ.
• April 2023 – Robert J. Capko named Principal Accounting Officer.
• 2023 Total CAPEX Investments - $90.2M
Looking Back -
Key Highlights
5 |
| Treatment Plant and
Infrastructure Upgrades
Replacement of main motor control
center and electrical distribution
equipment at the Company’s largest
surface water treatment plant
Treatment upgrades including chemical feed
improvements, residual removal equipment,
pumps, surge mitigation at the Park Avenue Plant
to remediate certain poly- and perfluoroalkyl
substances, collectively referred to as PFAS
Construction of elevated tanks; installation
of emergency generators at several
Tidewater facilities in DE
6 |
| Distribution System
Improvements
$10.2M investment
Replacement of 17,200 linear feet of cast iron main
in Carteret and Port Reading, NJ in 2023
Installation of exterior below ground meter pits
to support eventual meter relocation from
inside home to exterior
Replacement of valves, fire hydrants and service
lines including customer-owned lead or
galvanized steel service lines
Replacement of 18,550 linear feet of cast iron main and
investment of $9.6 million in Woodbridge, NJ in 2024
7 |
| • April 2024 - MWC declared a cash dividend of $0.325 per share on its common
stock payable June 3, 2024 to shareholders of record as of May 15, 2024.
• April 2024 – MWC announces strategy is in place to comply with new, more
stringent USEPA regulations which set a Maximum Contaminant Level for
PFOS and PFOA at 4 parts per trillion (4 ppt).
• March 2024 – MWC Base Rate Increase Effective on March 1, 2024
• February 2024 - Middlesex received approval from the New Jersey Board of
Public Utilities (NJBPU) for a $15.4 million or 14.06% increase in its base rates.
The new rates allow for a 6.64% overall rate of return on invested capital on
rate base of $563 million. ROE portion of overall ROR was set at 9.6%.
• January 2024 - The NJBPU approved Middlesex’s petition for the proposed cost
recovery of its Lead Service Line Replacement Program which includes
Middlesex customer-owned lead service lines. Current estimates for
replacement of Company Owned and Customer Owned lead service lines,
respectively, is approx. $46 million to $77 million over a nine-year period.
• 2024 – Tidewater Utilities enters its 60th Year of service to Delaware residents.
2024
Developments
8 |
| • Tidewater Utilities observing 60 years of
service to Delaware residents.
• 59,000 Customers in over 470 separate
communities.
• Bruce Patrick, P.E. Named President of
Tidewater Utilities in November 2023.
• Organic residential customer growth
continues in our Tidewater system
(approximately 4% in 2023).
Delaware Update
Bruce E. Patrick
9 |
| Our Digital Transformation
Journey
• Enterprise Resource Planning System being upgraded to the Cloud
• $4.4 million Initiative called Project Synergy
• Marks continual progress in our digital transformation journey
• 12-month implementation period with estimated go live Q2 2025
• Project Kick-off April 2024
Allows MWC to use today’s information technology to more efficiently manage
operational, field activity and administrative tasks
⚬ Optimized data management
⚬ Data analytics efficiency and decision making
⚬ Enhanced Data Security
⚬ Improved Scalability
10
10
1 |
| Emergency Preparedness
Protecting Critical Networks and Operations
• Company wide Tabletop Exercises to Test Plans and Emergency Response
• Face to Face meetings with Local and State Emergency Officials
• New Roles Added to Support Enhanced Safety, Security & Emergency Preparedness
• Facility Tours for Local Fire Officials
• A cybersecurity program relying on People, Process and Technology employs a
multiple security platform to safeguard our operational environment. It includes:
• Technology
• Access Control Management Tools
• Cybersecurity Processes
• Incident Response Training
• Cyber Risk Awareness and Training
11
11
1 |
|
2023
2022
Operating Revenues
$ 166.3M
$ 162.4M
O&M Expenses
$ 83.1M
$ 79.1M
Gain on Sale of Subsidiary $ --- $ 5.2M
Interest Charges $ 13.1M $ 9.4M
Net Income
$ 31.5M
$ 42.4M
Earnings Per Share
$ 1.76
$ 2.39
2023
Financial Results
12 |
|
2024
2023
Operating Revenues
$ 40.5M
$ 38.2M
O&M Expenses
$ 20.5M
$ 20.3M
Net Income
$ 10.7M
$ 5.9M
Earnings Per Share
$ 0.59
$ 0.33
First Quarter 2024
Results
13 |
| Utility Plant
(Millions)
$696 $744 $810 $874 $932
$276
$298
$323
$358
$378
$-
$200
$400
$600
$800
$1,000
$1,200
$1,400
2020 2021 2022 2023 2024E
New Jersey Delaware
14 |
| Number of Customers
65,800 65,900 66,010 66,060 66,110
55,280 57,760 60,070 62,400 64,780
-
20,000
40,000
60,000
80,000
100,000
120,000
140,000
2021 2022 2023 2024E 2025E
New Jersey Delaware
2023 Revenues By
Customer Type
Residential: 52.1%
Commercial: 14.4%
Contract Sales: 11.5%
Fire Protection: 7.6%
Contract Ops: 7.4%
Industrial: 7.0%
15
15 |
|
2024
2025
2026
2024-2026
Distribution/Network System
$ 42M
$ 53M
$ 50M
$ 145M
Production System
$ 26M
$ 18M
$ 11M
$ 55M
Information Technology (IT) Systems
$ 4M
$ 2M
$ 3M
$ 9M
Other
$ 6M
$ 6M
$ 6M
$ 18M
Total Estimated Capital Expenditures
$ 78M
$ 79M
$ 70M
$ 227M
Planned Capital
Investment
Capital Project Funding: Internally generated funds, short term borrowings, proceeds from Delaware State Revolving Loan Fund
Program, long term borrowings, Common Stock Reinvestment Plan 16 |
| Dividends Paid
$0.98
$1.04
$1.11
$1.18
$1.26
$-
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
2019 2020 2021 2022 2023
In Q4, 2023 the Board of
Directors increased the
dividend by 4.0%.
17 |
| DILUTED EPS &
$2.01
$2.18 $2.07
$2.39
$1.76
49% 48%
54%
49%
72%
0%
10%
20%
30%
40%
50%
60%
70%
80%
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
2019 2020 2021 2022 2023
Dividend Payout Ratio
Diluted Earnings Per Share
Diluted Earnings Per Share Dividend Payout Ratio
PAYOUT RATIO
18 |
| Governance Update
• Appointment of Nadine Leslie as President/CEO.
• Former President Mr. Doll will remain Chairman of the Middlesex Board of
Directors through the expiration of his current term to ensure seamless transition.
• Corporate Governance & Nominating Committee of the Board oversees
Cybersecurity Risk.
• Middlesex, competing against global companies, won honors for Best Compliance
and Ethics Program at the 16th Annual Corporate Awards hosted by Governance
Intelligence.
• Expanded diversity in board and senior leadership teams.
• Middlesex conducts ongoing risk management and continuous IT infrastructure
monitoring and testing, and employee cybersecurity training.
• Number of calls to Whistleblower Hotline: 0.
• Women Owned Business certification added to Vendor Contract Review process.
19 |
| Sustainability Strategy
Being environmental stewards and
ensuring compliance with all State and
Federal environmental laws & regulations
Protecting the health, wellbeing and safety of
our employees and communities by providing
safe and reliable water service
Fostering accountability through a sound
structure for ethics and good governance
Investing in infrastructure and a strong
cybersecurity program to ensure the
reliability of our service and safeguard
our operational environment.
SEE OUR LATEST UPDATES AT
middlesexwater.com/environmental-social-and-governance/
20 |
| Supporting Our
Communities
Presenting at Industry
Conferences
Tours
Community & Industry Events
Volunteer Efforts
Career Days
Donations
Bowl for Hunger
21 |
| THANK YOU
MiddlesexWater.com
CONTACT US
info@middlesexwater.com
22 |
Exhibit 99.2
Middlesex
Water HOLDS
ANNUAL
SHAREHOLDERs MEETING
ISELIN, NJ, (May 22, 2024) Middlesex Water
Company (NASDAQ:MSEX), a provider of water and wastewater and related services held its Annual Meeting of Shareholders exclusively
online on May 21, 2024 at which shareholders re-elected Kim C. Hanemann and Ann L. Noble and elected Nadine Leslie (Class I Directors)
each to a three-year term and re-elected Dennis W. Doll (Class II Director) to a one-year term. Shareholders also approved a non-binding
advisory resolution approving the compensation of the Company’s named executive officers; and ratified the Audit Committee’s
selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2024.
During the meeting, officers discussed the Company’s
financial results, capital investment initiatives, finance activity plans, as well as operations highlights including major treatment
plant upgrades in New Jersey, capital investments in Delaware, governance and sustainability.
An audio webcast of the Middlesex Water Annual
Meeting of Shareholders will be archived for one year at www.virtualshareholdermeeting.com/MSEX2024
About Middlesex Water Company
Established in 1897, Middlesex Water Company (NASDAQ:MSEX)
serves as a trusted provider of life-sustaining high quality water service for residential, commercial, industrial and fire protection
purposes. The Company and its subsidiaries form the Middlesex family of companies, which collectively serve a population of nearly half
a million people in New Jersey and Delaware. We offer a full range of water, wastewater utility and related services including municipal
and industrial contract operations and water and wastewater system technical operations and maintenance. We are focused on meeting
and balancing the needs of our employees, customers, and shareholders. We invest in our people, our infrastructure and the communities
we serve to support reliable and resilient utility services, economic growth and quality of life. To
learn more about Middlesex Water, visit https://www.middlesexwater.com
This press release contains “forward-looking statements”
within the meaning of U.S. federal securities laws reflecting the current beliefs or expectations of Middlesex Water Company “MSEX”
or the “Company” regarding its future performance, its financial condition, its strategic plans and cash flows, its results
of operations as well as any other statements that do not directly relate to any historical or current facts. These statements reflect
the Company’s current views and information currently available. This information is based on estimates, assumptions and analysis
that the Company believes, as of the date hereof, provide a reasonable basis for the information contained herein. Forward-looking
statements can generally be identified by the use of forward-looking words such as “outlook,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees.”
Actual results, performance or achievements may differ materially from forward-looking statements, and the assumptions on which forward-looking
statements are based. There can be no assurance that the information contained herein is reflective of future performance, and investors
are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance. Unless otherwise specified,
all information contained in this press release speaks only as of the date hereof. The Company undertakes no duty to update or revise
the information contained herein, whether as a result of new information, future events or otherwise.
Media Contact:
Bernadette Sohler, Vice President – Corporate Affairs
Middlesex Water Company
(732) 638-7549
www.middlesexwater.com
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Grafico Azioni Middlesex Water (NASDAQ:MSEX)
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Da Nov 2024 a Dic 2024
Grafico Azioni Middlesex Water (NASDAQ:MSEX)
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Da Dic 2023 a Dic 2024