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Aqua America 8-K 2014

Documents found in this filing:

  1. 8-K
  2. Ex-10.1
  3. Ex-10.1
8-K

 

 

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 (Date of Earliest Event Reported): May 7, 2014

 

 

Aqua America, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-06659   23-1702594

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

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 2014 Annual Meeting of Shareholders of Aqua America, Inc. (the “Company”) was held on May 7, 2014 at the Drexelbrook Banquet Facility & Corporate Events Center, 4700 Drexelbrook Drive, Drexel Hill, Pennsylvania 19026, pursuant to the Notice sent, beginning on March 27, 2014, to all shareholders of record at the close of business on March 10, 2014. At the annual meeting:

1. The following nominees were elected as directors of Aqua America, Inc. 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  

Nicholas DeBenedictis

     97,519,584         6,675,058   

Michael L. Browne

     102,251,073         1,943,569   

Richard H. Glanton

     101,168,228         3,026,414   

Lon R. Greenberg

     97,227,613         6,967,029   

William P. Hankowsky

     102,464,622         1,730,020   

Wendell F. Holland

     102,799,101         1,395,541   

Ellen T. Ruff

     102,659,968         1,534,674   

Andrew J. Sordoni, III

     102,482,214         1,712,428   

There were a total of 41,134,185 broker non-votes for the election of directors.

2. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2014, was ratified by the following vote of shareholders:

 

For

 

Against

 

Abstain

142,897,940

  1,694,427   736,460

3. The advisory vote to approve the Company’s executive compensation as disclosed in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders was approved by the following vote of shareholders:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

96,232,744

  5,629,928   2,331,970   41,134,185

4. The Amended Aqua America, Inc. 2009 Omnibus Compensation Plan was approved by the following vote of shareholders:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

97,668,672

  4,830,738   1,695,232   41,134,185

The Aqua America, Inc. 2009 Omnibus Compensation Plan, as amended is attached as Exhibit 10.1 to the Current Report on Form 8-K.

 

2


5. 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

11,177,742

  88,408,849   4,608,051   41,134,185

6. The shareholder proposal requesting that the Board of Directors create a policy in which the Board’s Chairman is an independent director who has not previously serves as an executive officer of the Company was not approved by the shareholders and received the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

36,366,308

  66,289,197   1,539,137   41,134,185

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

10.1    Aqua America, Inc. 2009 Omnibus Equity Compensation Plan, as amended as of February 27, 2014

 

3


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.

 

May 12, 2014     Aqua America, Inc.
    By:  

 /s/ Christopher P. Luning

    Name:   Christopher P. Luning
    Title:   Senior Vice President, General Counsel and Secretary


Exhibit Index

 

Exhibit

  

Exhibit Description

10.1    Aqua America, Inc. 2009 Omnibus Equity Compensation Plan, as amended as of February 27, 2014
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