UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2024
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
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New Jersey
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001-08359
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22-2376465
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1415 Wyckoff Road
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Wall, New Jersey
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07719
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(Address of Principal Executive Offices)
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(Zip Code)
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(732) 938-1480
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Common Stock - $2.50 par value
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NJR
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New York Stock Exchange
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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.
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The Annual Meeting of Shareowners (the “Annual Meeting”) of New Jersey Resources Corporation (“NJR”) was held on January 24, 2024. At the Annual
Meeting, of the 97,786,738 shares outstanding and entitled to vote as of the record date, 85,223,530 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting
were as follows:
Item 1: The Company’s
shareowners elected the four directors nominated by the Board for election to the Board at the Annual Meeting. Donald L. Correll, James H. DeGraffenreidt, Jr., M. Susan Hardwick and Peter C. Harvey have each been re-elected for a three-year term
expiring in 2027, and until their respective successors are elected and have been qualified, by the votes set forth in the table below:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Donald L. Correll
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71,908,349
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2,206,881
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11,108,300
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James H. DeGraffenreidt, Jr.
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72,266,751
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1,848,479
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11,108,300
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M. Susan Hardwick
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73,387,262
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727,968
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11,108,300
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Peter C. Harvey
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73,545,896
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569,334
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11,108,300
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The terms of office of the following directors continued after the Annual Meeting: Gregory E. Aliff, Jane M. Kenny, Thomas C. O’Connor, Michael A.
O’Sullivan, Sharon C. Taylor and Stephen D. Westhoven. George R. Zoffinger, who has been a director since 1996 and whose term expired at the Meeting, has reached the mandatory retirement age under NJR’s current director retirement policy and did
not stand for reelection. Therefore, the Board was reduced in size to 10 members as of the conclusion of the Annual Meeting.
Item 2: The Company’s
shareowners approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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71,929,766
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1,636,493
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548,971
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11,108,300
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Item 3: The Company’s
shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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82,811,336
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2,220,351
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191,843
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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 by the
undersigned hereunto duly authorized.
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NEW JERSEY RESOURCES CORPORATION
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Date: January 29, 2024
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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