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Aqua America 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K
Aqua America, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   May 8, 2013

Aqua America, Inc.
(Exact name of registrant as specified in its charter)

Pennsylvania 001-06659 23-1702594
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
762 West Lancaster Avenue, Bryn Mawr, Pennsylvania   19010-3489
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   610-527-8000

Not Applicable
Former name or former address, if changed since last report


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))

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders of Aqua America, Inc. (the “Company”) was held on May 8, 2013 at the Drexelbrook Banquet Facility & Corporate Events Center, Drexelbrook Drive and Valley Road, Drexel Hill, Pennsylvania, pursuant to the Notice sent on or about March 25, 2013 to all shareholders of record at the close of business on March 11, 2013. At that meeting:

1. The following nominees were elected as directors of Aqua America, Inc. for terms expiring in the year 2014 and received the votes set forth adjacent to the names below:

Name of Nominee   For   Withheld
Nicholas DeBenedictis
    81,463,574       2,312,067  
Richard Glanton
    81,825,523       1,950,118  
Lon Greenberg
    82,524,013       1,251,628  
William Hankowsky
    82,631,272       1,144,369  
Wendell Holland
    74,942,960       8,832,681  
Andrew Sordoni, III
    82,679,287       1,096,354  

There were a total of 29,829,969 broker non-votes for the election of directors.

Pursuant to an Amendment to the Company’s Articles of Incorporation approved by the Company’s shareholders at the 2012 Annual Meeting and the Amended and Restated Bylaws of the Company approved by the Board of Directors on May 10, 2012, starting with the 2012 Annual Meeting, directors elected to succeed those directors whose terms expire at such annual meeting will be elected for one-year terms at each annual meeting of shareholders expiring at the next annual meeting and until their successors are duly elected and qualified. Therefore, the directors elected at the 2013 Annual Meeting were elected to one-year terms expiring at the 2014 Annual Meeting and the following directors, who were elected at prior annual meetings, will continue to serve until their terms expire at the 2014 Annual Meeting or otherwise terminate: Mary C. Carroll, Mario Mele and Ellen T. Ruff. Mary C. Carroll, who was elected for a term expiring at the 2014 Annual Meeting reached the Company’s retirement age for directors of age 72 in June 2012 and submitted her resignation as of her 72nd birthday, but the Board of Directors requested, and Ms. Carroll agreed, that Ms. Carroll remain on the Board until the end of 2013. Mario Mele, who was elected for a term expiring at the 2014 Annual Meeting reaches the Company’s retirement age for directors of age 72 in June 2013 and submitted his resignation as of his 72nd birthday, but the Board of Directors requested, and Mr. Mele agreed, that Mr. Mele remain on the Board until the 2014 Annual Meeting.

2. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2013 fiscal year was ratified by the following vote of:

For   Against   Abstain
    1,218,387       436,036  

3. The advisory vote on the Company’s executive compensation programs as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders was approved by the following vote of:

For   Against   Abstain   Broker Non-Votes
    3,645,116       1,820,943       29,829,969  

4. The shareholder proposal requesting that the Board of Directors create a comprehensive policy articulating the Company’s respect for and commitment to the human right to water was not approved by the shareholders and received the following vote:

For   Against   Abstain   Broker Non-Votes
    72,420,855       3,199,670       29,829,969  


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.

    Aqua America, Inc.
May 13, 2013   By:   Christopher P. Luning
        Name: Christopher P. Luning
        Title: Senior Vice President, General Counsel and Secretary
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