UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the RegistrantS

Filed by a Party other than the Registranto

Payment of Filing Fee (Check the appropriate box):

	1500 Ronson Road
		Iselin, New Jersey 08830-0452
		NASDAQ Stock Market Symbol: MSEX

Dear Shareholder:

You are cordially invitedI am pleased to invite you to attend Middlesex Water Company’s Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting which will be held on Tuesday, May 22, 201221, 2013 at 11:00 a.m. at the Company’s headquarters, 1500 Ronson Road, Iselin, New Jersey.headquarters. Directions are included on the back cover of this Proxy Statement.

AtThe Proxy Statement contains three proposals from our Board of Directors: 1) the meeting, you will be asked to elect twoelection of three directors, to ratify2) the appointment byratification of the Audit CommitteeCommittee’s appointment of ourParenteBeard LLC as the Company’s independent registered public accounting firm for 2013, and 3) an advisory vote to approve a nonbinding advisory resolution approving the compensation of our named executive officers, andofficer compensation. The Board encourages you to transact any other business that may properly be brought before the Annual Meeting.vote FOR each of these proposals. In addition to specific matters being voted on, management will report on company activities. We welcome this opportunity to meet with our shareholders and look forward to your comments and questions. Information about the meeting is presented in the following Notice of Annual Meeting of Shareholders and Proxy Statement which you are urged to carefully read.

In accordance with the Securities and Exchange Commission (SEC) rules, weInstructions for voting are furnishing proxy materials to our shareholders over the Internet. On or about April 10, 2012 we expect to mail our shareholders a notice containing instructions on how to access our Proxy Statement and Annual Report to Shareholders and vote online or by telephone. The notice also provides instructions on how you can request a paper copy of these documents if you desire. You may read, print and download our Annual Report and Proxy Statement by visiting the Investor Relations section of our website at www.middlesexwater.com. Utilizing Internet delivery reduces printing and postage costs, minimizes our impactfound on the environmentfollowing page of this proxy statement and helps preserve our natural resources.are contained on the proxy or voting instruction card. It is important that your shares be represented and voted, regardless of the size of your holdings. Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares in advance of the meeting using any one of the convenient methods described.

WeI appreciate your continued interest and participation in the affairs of the Company and look forward to seeing you on May 22nd.

Middlesex Water Company.

		Sincerely,
		Dennis W. Doll Chairman of the Board
A Provider of Water, Wastewater and Related Products and ServicesChairman

A Provider of Water, Wastewater and Related Products and Services

TABLE OF CONTENTSTable of Contents

Shareholders can help avoid the necessity and expense of follow-up letters to ensure that a quorum is present at the Annual Meeting by promptly voting their shares.

YOU MAY VOTE YOUR SHARES INBY ANY OF THE FOLLOWING WAYS:MEANS:

Beneficial owners of shares of Common Stock held in street name through a bank or brokerage account should follow the voting instructions enclosed with their materials.

1.           If you received a printed proxy card, mark, sign, date and return the proxy card (see instructions on the Proxy Materials Notice on how to request a printed proxy card);

2.           Call the toll free telephone number shown at the website address listed on your Notice of Internet Availability of Proxy Materials (NOIA) or on your proxy card to vote by phone;

3.           Visit the website shown on your NOIA or on the proxy card to vote via the Internet; or

4.           Vote in person at the Annual Meeting (if you are a beneficial owner whose shares are held in the name of a bank, broker or other nominee, you must obtain a legal proxy, executed in your favor, from the stockholder of record (that is, your bank, broker or nominee) to be able to vote at the Annual Meeting.

Shareholders are invited to view the Investor Relations section of our website at www.middlesexwater.com and the following website www.proxyvote.com to transmit voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time, on May 21, 2012.20, 2013. (Shareholders will need the 12digit12-digit control number from the proxy card or NOIA to view proxy materials at www.proxyvote.com)www.proxyvote.com).

1500 Ronson Road

Iselin, New Jersey 08830-0452

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT

The Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company will be held at 11:00 a.m., Tuesday, May 22, 2012 at the Company’s headquarters, the J. Richard Tompkins Center, 1500 Ronson Road, Iselin, New Jersey 08830 on Tuesday, May 21, 2013 at 11:00 a.m. Eastern Time:, for the following purposes:

We may also transact anysuch other business that may properly be broughtcome before the Annual Meeting.

meeting or any postponement or adjournment thereof.

The Board of Directors has fixed the close of business on March 26, 201225, 2013 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. If you received a paper copy of the proxy card or voting instruction by mail, you can vote by signing, dating, and returning the enclosed proxy card or voting instruction. Registered shareholders and participants in plans holding shares of our Common Stock may vote by telephone or over the Internet. Instructions for using these convenient services are set forth in the instructions for voting that are attached to the proxy card. Beneficial owners of shares of Common Stock held in street name through a bank or brokerage account should follow the enclosed voting instruction for voting their shares.

Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors or the nonbindingnon-binding proposal regarding the compensation of our executive officers. Please return your proxy card so your vote can be counted. I hope

An Annual Report to Shareholders outlining the Company’s operations during 2012 accompanies this Notice of Annual Meeting and Proxy Statement.

Thank you are able to attend the Meeting, but even if you cannot, please votefor your shares as promptly as possible. Thank you.

continued interest and support of Middlesex Water Company.

	Sincerely,	By Order of the Board of Directors,
	KENNETH J. QUINN
	Vice President, General Counsel
	Secretary and Treasurer

Iselin, New Jersey

April 10, 2012

9, 2013

ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 201221, 2013

This Proxy Statement sets forth certain information with respectand the accompanying form of proxy are being furnished to the accompanying proxyshareholders of Middlesex Water Company (hereinafter referred to as the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company, to be used at the Annual Meeting of Middlesex Water Company or any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting. The Board of Directors (the “Board”) has designatedShareholders to be held at 11:00 a.m. at the Company’s headquarters, the J. Richard Tompkins Center, 1500 Ronson Road, Iselin, New Jersey as the place of the Annual Meeting. The Meeting will be called to order at 11:00 a.m. Eastern Daylight Time on Tuesday, May 22, 2012.

21, 2013 (the "Annual Meeting"), and at any adjournments thereof.

The Board is making these materials available to you on the Internet or, upon your request, delivering printed versions of these materials to you by mail. On or about April 10, 20129, 2013 we expect to mail a notice to shareholders containing instructions on how to access the Proxy Statement and Annual Report and how to vote.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND THE ANNUAL MEETING

1. What is the purpose of the Meeting?Who is asking for my vote and why have I received these materials?The Board of Directors of Middlesex Water Company is soliciting proxies for use atAt the Annual Meeting, shareholders of the Company will consider and vote upon three proposals:

Shareholders to be held on May 22, 2012 atmay also vote upon such other matters as may properly come before the Company’s headquarters, 1500 Ronson Road, Iselin, New Jersey at 11:00 a.m. The Board asks that you vote on the matters listed in the Notice of Annual Meeting which are more fully described in this Proxy Statement. We are providing this proxy statement, and related proxy card to our shareholders in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting. The form of proxy and ouror any adjournment thereof.

2.Where can I obtain financial information about Middlesex Water?Our Annual Report to Shareholders, including our Form 10-K with financial statements for 2012, is enclosed in the year ended December 31, 2011same mailing with this proxy statement. The Company’s Proxy Statement and Annual Report to Shareholders are expected to be madealso available via the Internet toatwww.middlesexwater.com.Information on our shareholders on or about April 10, 2012.website does not constitute part of this proxy statement.

2.3. What is a proxy?A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Steven M. KleinJames F. Cosgrove, Jr. and Walter G. ReinhardJohn C. Cutting have been designated as proxies or proxy holders for the Annual Meeting. Proxies properly executed and received by our Corporate Secretary prior to the Annual Meeting and not revoked will be voted in accordance with the terms thereof.

3.4. How are other proxy materials being furnished?Under rules adopted by the U.S. Securities and Exchange Commission (SEC), we have chosen to furnish our proxy materials, including this Proxy Statement and the Annual Report to Shareholders, to our shareholders over the Internet and to provide a Notice of Internet Availability (NOIA) of proxy materials by mail, rather than mailing a full set of the printed proxy materials. As a result of the Notice and Access rule, Middlesex Water is able to reduce printing and postage costs, as well as minimize our impact on the environment and help preserve our natural resources. If you receive a NOIA, you will not receive a printed copy of our proxy materials in the mail unless you request them by following the instructions provided in the NOIA. Instead, the NOIA instructs you how to access and review all of the important information contained in the Proxy Statement and Annual Report to Shareholders. The NOIA also explains how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions in the NOIA.

4.5. Who is entitled to vote?Shareholders of record at the close of business on March 26, 2012,25, 2013, which we refer to as the record date,Record Date, are entitled to notice of, and to vote at, the Annual Meeting. As of such date, there were 15,703,480On the Record Date, we had 15,814,169 shares

of Middlesex Water Company common stock issued and outstanding, each entitled to one vote. A complete list of the shareholders entitled to vote at the meeting will be available for examination by any shareholder of record at our offices at 1500 Ronson Road, Iselin, NJ 08830 for a period of 10 days prior to the Annual Meeting. The list will also be available for examination by any shareholder of record at the Annual Meeting.

5. How do I vote: You may vote in any of the following ways:

Please have your Proxy Materials Notice or proxy card in front of you when voting by telephone or the Internet. It contains important information that is required to access the system.

6. What is the difference between a “record holder”“shareholder of record” and an owner holding shares in “street name?” If your shares are registered directly in your name, you are a “record holder.” You are a record holder“Shareholder of Record” if you hold a stock certificate or if you have an account directly with our transfer agent, Registrar & Transfer Company. If your shares are held in a brokerage account, by a broker, bank or other holder of record, your shares are held in “street name” and you are considered the beneficial owner of those shares.

7. How are Proxies Used?All shares that have been properly voted, whether by Internet, telephone or mail, and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board recommends a vote for the election of twothree director nominees named in this Proxy Statement, for the ratification of the appointment by the Audit Committee of the appointment ofParenteBeard LLC as the independent registered public accounting firm; and the approval of the nonbindingfor an advisory resolutionvote approving the compensation of our named executive officers.officer compensation. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies in the proxy card will have the discretion to vote on those registered matters for you. At the date we filed this Proxy Statement with the SEC, we do not know of any other matters to be raised at the Annual Meeting.

8. What am I voting on? You are voting on the following items of business: 

9. How many votes must be present to hold the Meeting?In order for the Annual Meeting to be conducted, a majority of the outstanding shares of Common Stock as of the record date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum.

10.9. What vote is needed to elect the two directors?a director?Directors are elected (Proposal 1) by a plurality of votes cast by shareholders present in person or represented by proxy at the Annual Meeting, and entitled to vote on the election of directors. Abstentions and broker non-votes will not be included in determining the number of votes cast concerning any matter.

11.10. What vote is needed to ratify the appointment by the Audit Committee of ParenteBeard LLC?The ratification of the appointment by the Audit Committee of ParenteBeard LLC (Proposal 2) requires the affirmative vote of the majority of the votes cast by shareholders present in person or by proxy at the Annual Meeting.

12.11. What vote is needed to approve a nonbindingthe advisory resolutionvote approving the compensation of our named executive officers?officer compensation?The approval of the nonbindingnon-binding advisory resolutionvote regarding the compensation of our named executive officers (Proposal 3) requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal.

13.12. What are the voting recommendations of the Board?For the reasons set forth in more detail later in this Proxy Statement,THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE:

14.13. How will my shares be voted if I do not provide instructions to my broker?It is possible for a proxy to indicate that some of the shares represented are not being voted with respect to certain proposals. This occurs, for example, when a broker, bank or other nominee does not have discretion under the rule of the New York Stock Exchange (the “NYSE”) to vote on a matter without instructions from the beneficial owner of the shares and has not received such instructions. In these cases, non-voted shares will not be considered present and entitled to vote with respect to that matter, although they may be considered present and entitled to vote for other purposes and will be counted in determining the presence of a quorum.

Accordingly, if the quorum is present at the meeting, non-voted shares concerning a particular proposal will not affect the outcome of that proposal.

Please note that your bank, broker or other nominee may not vote your shares with respect to matters considered non-routine (i) the election of the twothree nominees for director, and (ii) the nonbinding proposal regarding the approval of the compensation of our named executive officers in the absence of your specific instructions as to how to vote with respect to these matters. Under the NYSE rules as currently in effect, brokers, banks or other nominees have discretionary voting power to vote without receiving voting instructions from the beneficial owner on “routine” matters but not on “nonroutine”“non-routine” matters. Under the rules of the NYSE, routine matters include, among other things, the ratification of appointment of the independent registered public accounting firm. “Non-routine” matters include the election of directors, whether contested or not. This means that if you hold your shares through a broker, bank or other nominee, and you do not provide voting instructions by the tenth day before the Annual Meeting, the broker, bank or other nominee has the discretion to vote your shares on the “routine” matter, but not on any “non-routine” matters.

Please return your proxy card so your vote can be counted.

15.14. How are abstentions and broker nonvotesnon-votes counted?For purposes of determining the votes cast with respect to any matter presented for consideration at the Annual Meeting, only those votes cast “for” or “against” are included. As described above, where brokers do not have discretion to vote or did not exercise such discretion, the inability or failure to vote is referred to as a “broker non-vote.” Proxies marked as abstaining, and any proxies returned by brokers as “non-votes” on behalf of shares held in street name because beneficial owners’ discretion has been withheld as to one or more matters to be acted upon at the Meeting, will be treated as present for purposes of determining whether a quorum is present at the Meeting. Broker non-votes and withheld votes will not be included in the vote total for the proposal to elect the nominees for director and will not affect the outcome of the vote for these proposals. In addition, under New Jersey corporation law, abstentions are not counted as votes cast on a proposal. Therefore, abstentions and broker non-votes will not count either in favor of or against the nonbinding proposal regarding the approval of the compensation of our named executive officers, or the ratification of the appointment of ParenteBeard LLC.

16.15. What if I change my vote after I have voted?Whether you vote by telephone, Internet or by mail, you may later change or revoke your proxy at any time before it is exercised by: (a) submitting a properly signed proxy with a later date; (b) voting by telephone on the Internet at a later time; or (c) by voting in person at the Annual Meeting. Attendance at the Annual Meeting will not by itself revoke a previously granted proxy, unless you specifically request it. You may change your proxy instructions for shares in “street name” by submitting new voting instructions to your broker or nominee.

17.16. Who will count the vote?Votes will be counted by representatives of Broadridge Financial Solutions, Inc. who will tally the votes and certify the results.

18.17. Who can attend the Annual Meeting?All shareholders of record as of the close of business on March 26, 201225, 2013 can attend the meeting. Seating, however, is limited. Attendance at the Annual Meeting will be on a first arrival basis. Shareholders are not permitted to bring cameras, recording devices or other electronic devices to the Meeting.

19.18. Will there be a management presentation at the Annual Meeting?Yes. Management will give a brief presentation during the meeting.

20.19. When are shareholder proposals due for the 20132014 Annual Meeting?Should a shareholder intend to present a proposal at the Annual Meeting to be held in the year 2013,2014, you must submit your proposal to the Secretary of the Company at 1500 Ronson Road,P.O. Box 1500, Iselin, New Jersey 08830-0452, not later than December 12, 2012,11, 2013, in order to be considered for inclusion in the Company's proxy statement and form of proxy relating to the 20132014 Annual Meeting.

21. How will20. Where can I learnfind the resultvoting results of the vote?annual meeting?Announcement of the preliminary voting results will occur at the Annual Meeting and issued in a press release and filed on form 8K8-K on or about May 23, 2012.

22, 2013.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of eight members divided into three classes with staggered three-year terms. J. Richard Tompkins, a Class III director, Chairmanterms of the Board from 19902010 and President from 1981-2003 retired as a Director upon the expiration of his term in May 2011 andoffice. In 2012, the Corporate Governance and Nominating Committee did not nominate a replacement for Mr. Tompkins. Two individuals have been recommendedreviewed the efficacy of declassifying the Board. This matter was presented to the full Board for further evaluation. Upon thorough discussion, the board concluded that, at this time, maintaining its present classification structure with three classes of directors with as candidatesnearly equal number of members as practicable, provides for electionthe most effective continuance of the knowledge and experience gained by members of the board and that maintaining the current board classification structure serves the best interests of the Company.

The Corporate Governance and Nominating Committee recommends the following nominees, Steven M. Klein, Amy B. Mansue and Walter G. Reinhard, Esq., each of whom is currently serving as directorsa Director, be elected at the Annual Meeting of Shareholders. They are John C. CuttingShareholders, to serve for three (3) years or until their respective successors have been duly elected and Dennis W. Doll.qualified. The present terms of these Class III directors expire at the year 2012 Annual Meeting. Class I candidates are to be elected each to hold office until the2013 Annual Meeting of Shareholders in the year 2015, and until their respective successors are elected and qualified. Each of the nominees is currently serving as a director of the Company and has been previously elected by our shareholders.Shareholders. There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with regulations of the SEC.

Securities and Exchange Commission.

All of the nominees proposed by the Board have consented to serve if elected. Unless otherwise indicated on a proxy, the proxy holders intend to vote the shares each proxy represents for all of the nominees for election as directors.

Directors shall be elected by a plurality of the votes cast at the election. If at the time of the meetingelection any of the nominees listed should be unable to serve, which is not anticipated, it is the intention of the persons designated as proxies to vote, in their discretion, for other nominees, unless the number of Directors constituting a full Board is reduced.

There is shown as to each nominee, and as to each Director whose term of office will continue after the year 20122013 Annual Meeting, his or her age as of the date of the Annual Meeting, Class, period of service as a Director of the Company, and business and professional experience during the last five years.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR PROPOSAL 1, THE ELECTION OF JOHN C. CUTTINGSTEVEN M. KLEIN, AMY B. MANSUE AND DENNIS W. DOLL.

WALTER G. REINHARD, ESQ.

NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 20152016

Steven M. Klein Class II Independent Director since 2009 Committees: Audit,Name, Period ServedChair Audit Committee Financial Expert Compensation Pension Age 47
as Director and Age	BusinessProfessional Experience During Past Five Years and Other Affiliations Mr. Klein serves as President of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank, with overall responsibility for activities of these entities. He joined Northfield Bancorp, Inc. in 2005 as Chief Financial Officer and was named Chief Operating Officer in 2011. Upon being named in January 2013 to President, Mr. Klein relinquished his role as Chief Financial Officer. Mr. Klein’s background includes serving as an audit partner with the international accounting and auditing firm KPMG LLP. He is a Certified Public Accountant and member of the American Institute of Certified Public Accountants and the New Jersey Society of Certified Public Accountants. He is a member of the New Jersey Bankers Association and the American Bankers Association. Mr. Klein serves on the Board of Trustees of CentraState Medical Center. He earned a B.S. in business and accounting from Montclair State University. The board considered Mr. Klein’s financial and auditing experience as well as his active involvement in industry matters and determined that his continued service will be of great benefit to the Company’s Board of Directors.
Amy B. Mansue Class II Independent Director since 2010 Committees: Audit Compensation,Chair Corporate Governance and    Nominating Age 48
	Retired, formerly Senior Engineer, Science Applications International Ms. Mansue is President and Chief Executive Officer of Children’s Specialized Hospital, the largest pediatric rehabilitation hospital in the country, where she leads a skilled team of clinicians and therapists providing specialized care for children. An affiliate member of the Robert Wood Johnson Health System, Children’s Specialized Hospital operates ten sites throughout New Jersey. Ms. Mansue’s background includes serving as a staff member on healthcare policy for former New Jersey Governor Jim Florio; serving as a Deputy Commissioner in the New Jersey Department of Human Services and as Deputy Chief of Staff to former New Jersey Governor James McGreevey. Ms. Mansue serves on the Boards of the New Jersey Chamber of Commerce, the New Brunswick Development Corporation, specialistsand Children’s Hospital Association, where she serves as Treasurer. Ms. Mansue holds a Bachelor’s degree in information, energysocial welfare and military systems, Pittsburgh, Pennsylvania.a Master’s degree in social work, planning and management from the University of Alabama. The board believes that Ms. Mansue’s organizational leadership experience and broad perspective on strategic and operating issues, her background in the public sector and her extensive public policy experience will continue to be of great benefit to the Company’s Board of Directors.
John C. Cutting Walter G. Reinhard, Esq. Class II Independent Director since 2002(1) Committees: Corporate Governance and    Nominating,Chair Pension Age 67
Class I Director
Mr. Reinhard is a partner in the law firm of Norris McLaughlin & Marcus, P.A. since 1997
Age 75
	Chairman, President1984 and CEOpractices administrative, environmental and regulatory law involving public utilities. He brings over 40 years of Middlesex Water Company since May 2010, Vice Chairman 2009-2010, President, CEO and Director of Middlesex Water Company since 2006. Executive Vice President since November 2004. Director and Chairman, Tidewater Utilities, Inc. (TUI), Tidewater Environmental Services, Inc.; White Marsh Environmental Systems, Inc., (a subsidiary of TUI); Pinelands Water Company and Pinelands Wastewater Company; Utility Service Affiliates, Inc., and Utility Service Affiliates (Perth Amboy) Inc. since January 1, 2006. Director,law experience to the Board including expertise in handling regulatory matters before the New Jersey Board of Public Utilities and the New Jersey Department of Environmental Protection. Mr. Reinhard’s professional affiliations include the New Jersey State Bar Association and its Public Utility Law Section (Chair, 1988-89), the Water Utility Council of the American Water Works Association, New Jersey Chapter, and the New Jersey Chapter of the National Association of Water CompaniesCompanies. Mr. Reinhard serves as a director of the Fanwood-Scotch Plains YMCA. He received his B.A. from the University of Pennsylvania and Water Research Foundation.
Dennis W. Doll
Class I Director
since 2006
Age 53
	his J.D. from Pennsylvania State University's Dickinson School of Law. The Board considered Mr. Reinhard’s broad experience in utility industry law and his extensive regulatory and planning background and determined that his continued service on the Board will be beneficial to the Company’s Board of Directors. (1) Norris, McLaughlin & Marcus, P.A., provides legal services to the Company in the areas of corporate and regulatory matters. The board has determined that based upon the definition of “Independent Director” under NASDAQ Listing Guidelines, Mr. Reinhard was an independent director in 2012.

DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN 2013

(Not subject to election this year)

	Chief Operating Officer and Chief Financial Officer of Northfield Bancorp, Inc.; Board of Trustees, CentraState Medical Center; Member of the American Institute of Certified Public Accountants, New Jersey Society of Certified Public Accountants and America’s Community Bankers.
Steven M. Klein
Class II Director
since 2009
Age 46
	Mr. Cosgrove is Vice President and CEOPrincipal of Children’s Specialized Hospital,Kleinfelder, a firm offering consulting in architecture, civil and structural engineering, construction management, environmental analysis,remediation, and natural resources management throughout the largest pediatric rehabilitation hospital in the country. Director, New Jersey Chamber of Commerce, DEVCO New Brunswick Development Corp.U.S., New Jersey Hospital AssociationCanada and the National Association of Children’s Hospitals and Related Institutions.
Amy B. Mansue Class II Director since 2010 Age 47

	Partner, Law Firm of Norris, McLaughlin & Marcus, P.A. of Bridgewater, New Jersey, since 1984. Director, Fanwood-Scotch Plains YMCA. (1)
Walter G. Reinhard, Esq.
Class II Director
since 2002
Age 66

(1) Norris, McLaughlin & Marcus, P.A., provides legal services to the Company in the areas of corporate and regulatory matters.

DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN 2014

(Not subject to election this year)

Australia. A Professional Engineer licensed in the State of New Jersey;Jersey, Mr. Cosgrove has over 25 years’ experience in the field of environmental engineering and science with extensive background in water quality monitoring and modeling. Prior to his current position, Mr. Cosgrove was Principal and Founder of Omni Environmental LLC, which providesan environmental consulting services to clientsfirm based in the public and private sectors. Director, Association of Environmental Authorities from 2005-2011, ProfessionalPrinceton, NJ. Mr. Cosgrove’s professional affiliations include the American Society of Civil Engineers, the American Water Resources Association, the National Society of Professional Engineers, and the Water Environment Federation. Federation, among others. He served as a director of the Association of Environmental Authorities from 2005-2011 and currently serves on the New Jersey Clean Water Council. Mr. Cosgrove received a B.S. degree in Civil Engineering from Lafayette College and earned his M.E. in Environmental and Water Resource Systems Engineering from Cornell University. The Board considered Mr. Cosgrove’s engineering background and extensive experience in water and wastewater systems management and determined that his continued service would be beneficial to the Company’s Board of Directors.

James Cosgrove, Jr. P.E. Class III Director since 2010 Age 48

	Engaged in Private Practice, Infectious Diseases; formerly Chair of the Department of Medicine and former Chief Medical Officer of Raritan Bay Medical Center. Master of American College of Physicians; Fellow, Infectious Diseases Society of America.
John R. Middleton, M.D. Class III Independent Director since 1999 Committees: Audit Compensation Corporate Governance and Nominating Age 67 68		Dr. Middleton is currently engaged in private practice with ID Care, New Jersey's largest network of Infectious Disease Specialists providing comprehensive specialized consultations, care and education for patients with complex infectious diseases. He is also a Clinical Professor of Medicine at Robert Wood Johnson Medical School. He formerly served as Chair, Department of Medicine at Raritan Bay Medical Center (Perth Amboy and Old Bridge (NJ) Divisions) from 1978 -2007, and was also Chief Medical Officer/Medical Director from 1986-2007. During his tenure he established the Center for Excellence in Infectious Diseases and the Hope Clinic in Perth Amboy for the victims of Hurricane Katrina at the request of the mayor.  Dr. Middleton’s background includes serving as a Special Advisor on Infectious Diseases to the New Jersey State Department of Health and the Health Emergency Preparedness Advisory Council. He has also participated in TOPOFF I, II and III, major disaster exercises, on both the federal and state levels. Dr. Middleton received a B.S. in Biology from the College of Holy Cross; Doctor of Medicine from UMDNJ-New Jersey Medical School, and a certificate of Medical Humanities from Drew University.  He is certified as a Diplomate of the American Board of Internal Medicine and the Subspecialty Board of Infectious Diseases, and is a Master of the American College of Physicians. The Board considered Dr. Middleton’s extensive medical background, his experience in health care crisis planning and response, and determined his continued service will be beneficial to the Company’s Board of Directors.

Jeffries Shein Class III Independent Director since 1990 Committees: Compensation Corporate Governance and Nominating Ad Hoc Pricing Age 73

Managing Partner,

Mr. Shein is managing partner, JGT Management Co.,Company, LLC, a management and investment firm since 2003 and2003. He was formerly a Partner of Jacobson,Jacobsen, Goldfarb &and Tanzman Associates, aone of the largest industrial and commercial real estate brokerage firms in New Jersey. Mr. Shein serves on the Board of Directors of Provident Bank and was a director of its predecessor First Savings Bank. Mr. Shein has served on boards and committees of numerous community, non-profit and professional organizations. Mr. Shein is a member of the Society of Office and Industrial Realtors. He received a B.A. in Economics from Rutgers University. The board views Mr. Shein’s real estate investment and business background, his longstanding service to the company, his leadership in the community and his experience in financial matters as beneficial to the Company’s Board of Directors.

CORPORATE GOVERNANCE GUIDELINES AND BOARD MATTERS

General Information

Management of the Company is under the general direction of the Board of Directors who are elected by the shareholders. OurThe Company’s business and affairs are managed under the direction of the Board in accordance with the New Jersey Business Corporation Act and our Certificate of Incorporation and By-laws. Members of the Board are kept apprised of our business through discussions with the Chairman and Chief Executive Officer and other officers,Company Officers, by reviewing briefing materials and other relevant information provided to them, and by participating in meetings of the Board and its Committees.

Board Size

The Board shall consist of not less than five nor more than twelve members in accordance with the By-laws.

Board Meetings and Attendance at Annual Meeting of Shareholders

The frequency and length of Board meetings, as well as agenda items, areis determined by the Chairman and Committee Chairs with input from theall other directors. Meeting schedules are approved by the full Board.

The Board of Directors holds monthly meetings and meets on other occasions when required in special circumstances.required. The Board of Directors held twelve meetings and the Board Committees held twenty-onefourteen meetings during fiscal year 2011.2012. Each incumbent Director attended 90%78% or more of the total number of meetings of the Board and Committees on which each served. All of the directors serving at the time of the fiscal year 20112012 Annual Meeting of Shareholders held in May 20112012 attended that meeting.

Executive Sessions

The nonmanagementnon-management directors shall periodically meet without management in executive session. The Lead Director is designated to preside at the executive sessions unless the Chairman of the Board is specifically invited to participate.sessions.

Board Standards of Independence

The Company’s Common Stock is listed on the NASDAQ Global Select Market. NASDAQ listing rules require that a majority of the Company’s directors be “independent directors” as defined by NASDAQ corporate governance standards. “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s boardBoard of directors,Directors, would interfere with the exercise of independent judgementjudgment in carrying out the responsibilities of a director. For purposes of this rule, “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home.

As defined by NASDAQ corporate governance requirements, a member of the Board is not independent if:

With the exception of Mr. Doll, the Chairmanwho is an Executive Officer of the Board, President and Chief Executive Officer,Company, the Board has determined that each member of the Board is independent under the NASDAQ listing standards.

The Board based these determinationsthis determination primarily on a review of the responses of the Directors to questions regarding employment and compensation history, affiliations, family and other relationships, together with an examination of those companies with whom the Company transacts business.

The Board reviewed the related party transactions between Walter G. Reinhard, Esq., an attorney for Norris, McLaughlin & Marcus, P.A., and the Company. Mr. Reinhard was a member of the Capital Improvement Committee, and serves as Chair of the Corporate Governance and Nominating CommiteeCommittee and is a member the Pension Committee. The Company paid Norris, McLaughlin & Marcus, $17,070$104,063 for legal services during 2011.2012. The amount paid represents less than 0.03%0.18% of Norris, McLaughlin & Marcus P.A. fee revenue. Mr. Reinhard is not a controlling shareholder of the firm. Based upon the foregoing, and in connection with the definition of “Independent Director” under the NASDAQ Listing Guidelines, the Board determined that Mr. Reinhard was an independent director in 2011.2012.

Board Leadership Structure

The Board does not have a formal policy on whether or not the role of the Chief Executive Officer and Chairman of the Board should be separate or, if it is to be separate, whether the Chairman should be selected from the nonemployee directors or be an employee. Currently, we operatethe Company operates with one individual, Mr. Doll, serving as Chairman of the Board as well as President and Chief Executive Officer, coupled with a strong independent Lead Director and independent standing Board committees. The Board believes that combining the Chairman of the Board and President and Chief Executive Officer positionsroles is the appropriate corporate governance structure for us at this time because it most effectively utilizes Mr. Doll’s extensive utility and management experience and knowledge regarding the Company, as well as his capabilities in effectively identifying strategic priorities and leading discussions on, and execution of, the Company’s strategy.

The Board has embedded in its culture, a philosophy of “constructive tension” whereby, the Board fulfills its mission to support the strategic direction of the Company while simultaneously representing the interests of our shareholders. The Board accomplishes this by challenging the President and Chief Executive Officer and the Company’s management on an ongoing basis. Mr. Doll was elected by the Board as President and Chief Executive Officer in 2006 and Chairman of the Board on May 25, 2010. The Company’s independent directors bring significant experience, oversight and expertise from outside the company and industry.

Lead Director

In order to ensure that the independent directors play a leading role in our current leadership structure, the Board established the position of Lead Director in June 2010 and named Jeffries Shein to the position. Mr. Shein, director since 1990, is Chair of the Compensation Committee and serves on the Compensation, Corporate Governance and Nominating and the Ad Hoc Pricing Committees.

Committee.

The Lead Director has the following responsibilities:

•             Advises the Chairman as to an appropriate schedule of Board meetings;

•             Reviews and provides the Chairman with input regarding the agenda for Board meetings;

•             Presides at all meetings at which the Chairman is not present, including executive sessions of the independent directors, and apprises the Chairman of the issues considered;

•             Is available for consultation and direct communication with the Company’s shareholders and other members of the Board;

•             Calls meetings of the independent directors when necessary and appropriate;

•             Performs such other duties as the Board may from time to time delegate.

As part of our Board’s annual assessment process, the Board evaluates our board leadership structure to ensure that it remains appropriate. The Board recognizes that there may be circumstances in the future that would lead it to conclude that separate the roles of Chief Executive Officer and Chairman of the Board may be appropriate, but believes that the absence of a formal policy requiring either the separation or combination of the roles of Chairman and Chief Executive Officer provides the Board with the flexibility to determine the best leadershipmost appropriate governance structure, as conditions potentially change in the future.

Stock Ownership

As part of their annual compensation, each director receives an award of Middlesex Water common stock valued at $15,000. The Board has determined that directors should have a meaningful ownership stake in the Company to underscore the importance of aligning their interests with the long-term interests of our shareholders. In 2013, the Corporate Governance and Nominating Committee will be establishing formal director stock ownership guidelines which further align the interests of directors with those of our shareholders, and further reinforce the company’s commitment to sound corporate governance. 

Shareholder Communications with the Board

Any shareholder wishing to communicate with a Director may do so by contacting the Company’s Corporate Secretary, who will forward to the Director a written, email, or phone communication. The Corporate Secretary has been authorized by the Board to screen frivolous or unlawful communications or commercial advertisements.

Board Committees

The Company’s Board of Directors maintains a number of standing committees to assist with the performance of its responsibilities. These committees and their members during 2011 are described below:

The number, structure and function of Board Committees are reviewed periodically by the Corporate Governance and Nominating Committee. The Committees regularly report to the Board on their proceedingsdeliberations and deliberations.recommendations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.

 * Indicates Committee Chair

+ Indicates Audit Committee Financial Expert

** Mr. Tompkins retired from the Board effective May 24, 2011.

Board Committee Responsibilities

Audit Committee

The Audit Committee held fivefour meetings and three teleconferences during 2011.2012. The Audit Committee reviews with the independent registered public accounting firm the scope and results of the annual audit;receives and reviews the independent registered public accounting firm’s annual report; reviews the independence of the independent registered public accounting firm and services provided by them and their fees;fees. In addition, the Audit Committee recommends to the Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report to the Securities and Exchange Commission on Form 10K;10-K; and is directly responsible for the annual appointment of an independent registered public accounting firm for the following calendar year.

firm.

In March 2012,2013, the Board of Directors reapprovedre-approved the written Charter for the Audit Committee which is available in the Investor Relations section of our website www.middlesexwater.com under Corporate Governance. All of the members of the Audit Committee have been determined by the Board to be independent directors, as defined in the listing standards of NASDAQ.

Capital Improvement Committee

The Capital Improvement Committee held three meetings during 2011. The Capital Improvement Committee reviews and approves the Capital Budget and the longterm capital planning needs. The Committee also monitors capital projects and expenditures during the year.

In December 2011, upon recommendation of the Corporate Governance and Nominating Committee, the Board determined to eliminate the Capital Improvement Committee, as a separate board committee, effective 2012. The responsibilities of the Capital Improvement Committee will be subsumed into the Board.

Compensation Committee

The Compensation Committee held fivetwo meetings during 2011.2012. The Compensation Committee reviews and makes recommendations to the Board of Directors as to the salaries, benefits and incentive compensation of the Executive Officers of the Company. Executive Officer incentive compensation is awarded under the Restricted Stock Plan. (Please refer to page 20 for a description of how awards are made under the Restricted Stock Plan.)

In March 2012,February 2013, the Board of Directors reapprovedre-approved a written Charter for the Compensation Committee which is available in the Investor Relations section of our website www.middlesexwater.com under Corporate Governance. All of the members of the Compensation Committee have been determined by the Board to be independent directors as defined in the listing standards of NASDAQ.

Compensation Committee Interlocks and Insider Participation

The members of the 20112012 Compensation Committee were Steven M. Klein, Amy B. Mansue, John R. Middleton, M.D., and Jeffries Shein. During 2011,2012, no member of the Compensation Committee was at any time an officer or employee of the Company or its subsidiaries. No current member is related to any other member of the Compensation Committee, any other member of the Board or any executive officer of the Company.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee held fourthree meetings during 2011. 2012. All of the members of the Corporate Governance and Nominating Committee have been determined by the Board to be independent directors as defined in the listing standards of NASDAQ.

The committee reviews and makes recommendations relating to the governance of the Company, risk management, the performance and composition of the Board and Board committees, succession planning and significant organization changes. The Committee makes recommendations to the Board of Directors with respect to nominations for the Board and screens candidates considered for election to the Board. In this capacity, the Committee concerns itself withfocuses on the composition of the Board with respect to depth of experience, balance of professional interests, required expertise and other factors and, evaluates prospective nominees identified by the Corporate Governance and Nominating Committee or referred by other Board members, management, shareholders or externalother sources.

Risk Management Oversight

In November 2011, the Board of Directors reapproved a written Charter for2012, Risk Management Oversight was formally added to the Corporate Governance and Nominating Committee’s responsibilities. Specifically, the Committee is responsible for overseeing the process by which significant business risks are identified throughout the enterprise and the strategies developed to mitigate any identified risks. This added oversight is reflected in the Corporate Governance and Nominating Committee’s Charter which was revised and approved by the Board of Directors and is available in the Investor Relations section of our website www.middlesexwater.com under Corporate Governance. AllThe primary purpose of the membersCommittee in fulfilling its risk management oversight responsibilities is accomplished by (i) assessing and reporting to the Board on the Company’s risk environment, including its material, strategic, and operational risks (including but not limited to the brand and reputation of the Corporate GovernanceCompany; the health and Nominatingsafety of the Company’s employees and the business operations of the enterprise); (ii) ensuring that management understands and accepts its responsibility for identifying, assessing, and managing risk, (iii) facilitating management’s strategic focus on the Company’s risk management vision and its evolution, (iv) verifying that the guidelines and policies governing the process by which risk assessment and management is undertaken and handled are comprehensive and evolve in relation to the risk profile of the Company, and (v) reviewing those risks that the Committee have been determined byand management deem material to the Company’s shareholders. Management retains responsibility for all day-to-day activities of the Company, including the Company’s formal risk management program. The Committee will update the Board to be independent directorswith a risk management status report as defined innecessary or at the listing standardsdiscretion of NASDAQ.

the Committee.

Corporate Governance and Nominating Committee

Process for Identifying and Evaluating Director Candidates

The Corporate Governance and Nominating Committee periodically identifies director nominees based primarily on recommendations from management, Board members, shareholders and other sources. The Committee recommends to the board nominees that are independent of management and satisfy SEC and NASDAQ requirements and possess qualities such as personal and professional integrity, sound business judgment, and utility, technical or financial expertise. The Committee also considers age and diversity (broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics) in making its recommendations for nominees to the full Board. Although the Committee has the authority to retain assistance in identifying and evaluating prospective candidates for nomination and election to the Board, the Committee does not currently employ an executive search firm or pay a fee to any other third party to locate qualified candidates for director positions.

Pension Committee

The Pension Committee held fourfive meetings during 2011.2012. The Pension Committee reviews investment policies and determines recommended investment objectives for the Company’s Pension and Retiree Plans. The Committee also reviews the performance of the Company’s 401(k) Plan Administrator and reviews options offered in the Company’s 401(k) plan. The Committee meets quarterly with the Company’s outside Investment Managers. In January 2012,2013, the Board of Directors reapprovedre-approved a written Charter for the Pension Committee which is available in the Investor Relations section of our website www.middlesexwater.com under Corporate Governance.

Ad Hoc Pricing Committee

The ad hoc Pricing Committee did not meet in 2011.2012. The ad hoc Pricing Committee meets, as needed, to review financial matters including, but not limited to, the pricing and issuance of common stock and corporate bonds. No written Charter for the Ad Hoc Pricing Committee exists at this time.

Board and Committee Self Evaluation Self-Evaluation

The Board evaluates its performance regularly in a Self Assessment Questionnaire which is reviewed by the Corporate Governance and Nominating Committee. The Board conducts such evaluations annually.as determined by the Corporate Governance and Nominating Committee.

Board’s Role in Risk Oversight

The Board of Directors is made aware of risks to the Company through an ongoing Risk Management Program which is designed to identify, evaluate and control loss exposures that could affect the Company business, employees, and customers.

The goals of the Risk Management Program include the effective prevention, control and minimization of the adverse effects of known and predictable events through a centralized program; the building of a risk awareness culture; the development of a program that is transparent and ultimately anticipates and prevents problems before they occur. Risk categories focus on the brand and reputation of the Company; the health and safety of the Company’s employees, and the business operations of the enterprise. Potential risks as well as the corrective action and risk mitigation strategies are reviewed at the Executive Officer level. Risks and their associated mitigation strategies that require Boardlevel awareness are routinely reported to the Board of Directors.

Shareholder Proposals

In order to be eligible for inclusion in our proxy materials for our 20122013 Annual Meeting of Shareholders, any shareholder proposal must have been received by the Secretary of the Company, 1500 Ronson Road, Iselin, New Jersey 08830 no later than December 12, 2011.2012. No shareholder proposals were received by the Company for the 20122013 Annual Meeting.

Advance Notice of Business to be Conducted at an Annual Meeting of Shareholders

For business to be properly brought before an annual meeting by a shareholder, the business must be an

appropriate matter to be voted by the shareholders at an Annual Meeting and the shareholder must have given proper and timely notice in writing to the Secretary of the Company at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 088300452.

08830-0452.

Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with regulations of the Securities and Exchange Commission. A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the Annual Meeting (a) a brief description of the business desired to be brought before the Annual Meeting and reasons for conducting such business at the Annual Meeting, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the class and number of shares of the Company which are beneficially owned by the shareholder and (d) any material interest of the shareholder in such business.

Director Candidate Recommendations and Nominations by Shareholders

The Corporate Governance and Nominating Committee will consider shareholders’ recommendations for nominees for election to the Board of Directors. Shareholder nominees will be evaluated under the same standards as nominees recommended by management or the nonmanagementnon-management members of the board. Nominations must be accompanied by the written consent of any such person to serve if nominated and elected and by biographical material to permit evaluation of the individual recommended, including appropriate references. Recommendations should be sent to Middlesex Water Company, Office of the Corporate Secretary, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452; or sent via the Internet to the following emaile-mail address: kquinn@middlesexwater.com. The Company did not receive any recommendations for nominations from any shareholders in connection with the 2013 Annual Meeting. In order to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the 20132014 Annual Meeting of Shareholders, nominations for Director must be received by the Company by the close of business on December 12, 2012. The Company did not receive any recommendations from any shareholders in connection with the 2012 Annual Meeting.11, 2013.

Code of Business Conduct

The Board of Directors has adopted a Code of Conduct that applies to all of our Directors, Officers and employees. This Code covers all areas of professional conduct, as well as strict adherence to all laws and regulations applicable to the conduct of our business. In addition, the Company has established an internal hotline where Code of Conduct violations may be reported.

The Company’s Code of Conduct as well as the charters for the Audit, Compensation, Corporate Governance and Nominating, and Pension Committees are available on our website www.middlesexwater.com under the heading Investor Relations – (Corporate Governance). The foregoing information is available in print to any shareholder who requests it. Requests should be addressed to Kenneth J. Quinn, Vice President, General Counsel, Secretary and Treasurer, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 088300452.08830-0452.

DIRECTOR COMPENSATION

For 2011,2012, Middlesex Water Company paid each of the Board members who are not employed by the Company (“outside Directors”) an annual retainercash fee of $12,000 through May 31, 2011. As$15,000, payable in monthly installments. Additionally, directors are paid a result of a study regarding director compensation conducted by Steven Hall & Partners, effective June 1, 2011, the annual retainer of $12,000 was increased to $15,000 per annum. Additionally, the common stock retainer increased from $3,000 per year toaward of $15,000 per year, effectivepayable June 1, 2011.2012. Mr. Doll, current Chairman of the Boardand an Executive Officer of the Company, receives no retainer.

The Board meeting feesfee or common stock award for outside Directors inhis service as a member of the amount of $900 per Director for each Board meeting attended were eliminated effective June 1, 2011. In May 2011, Mr. Doll, who was an “inside Director” since he was employed by the Company, voluntarily relinquished his right to receive Board meeting fees going forward. Up to that time, he had received a Board meeting fee of $400 per meeting.

Board.

The Board committee meeting fees for outside Directors amounted to $750 per Director for each Board committee meeting attended. In the event that a Special Board or a Special Committee meeting via teleconference were to be held, the meeting fees for outside Directors are $400 and $200 per meeting, respectively.

Additionally, the Committee Chair fees were also increased effective June 1, 2011. Each Committee Chairperson is paid an annual fee which is generally paid in October of each year as follows: the Audit Committee Chairperson retainer was increased from $2,500 to $7,500; theChairperson--$7,500; Compensation Committee Chairperson retainer was increased from $2,000 to-- $5,000; all other Committee Chairperson retainers were increased from $1,500 toChairpersons -- $2,500. Lastly, theThe Lead Director will now receivereceives a retainer fee of $5,000 for this service, payable annually at the same time as the Committee Chair fees are paid.

DIRECTOR COMPENSATION

Director Compensation

(1) Mr. Tompkins retired as a director in May 2011. Note: Dennis W. Doll, who is also a director, does not appear on this table since his director compensation appears in the “All Other Compensation” column of the Summary Compensation Table.

SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT

AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of March 26, 2012,25, 2013, beneficial ownership of Middlesex Water Company Common Stock by the elected Directors, Executive Officers named in the table appearing under Executive Compensation, and all elected Directors and Executive Officers as a group. All Directors own stock in Middlesex Water Company. Jeffries Shein owned 1.93%1.97% of the shares outstanding as of March 26, 2012.25, 2013. All other individual elected Directors and Executive Officers owned less than 1% of the shares outstanding on March 26, 2012.25, 2013.

* Mr. Tompkins is no longer a Director of the Company, and the shares reported reflect his holdings as of December 31, 2011.

* *3.26% of the shares outstanding on March 26, 2012.

(1) Beneficial owner has the sole power to vote and dispose of such shares.

**Represents 3.07% of the shares outstanding on March 25, 2013. Percentage of each individual is based on 15,814,169 shares outstanding as of March 25, 2013.

Section 16(A) Beneficial Ownership Reporting Compliance

Under Section 16 of the Securities Exchange Act of 1934, officers and directors, and certain beneficial owners of the Company’s equity securities are required to file reports of ownership and changes in ownership with the SEC on specified due dates.

Based solely on a review of the copies of these reports furnished to us, we believe that all filing requirements applicable to such officers and directors (we are not aware of any five percent holder) were complied with during fiscal year 2011.2012.

Other Security Holders

The following table sets forth as of March 26, 2012,25, 2013, certain information with respect to the beneficial ownership of shares of Common Stock by each person or group we know to beneficially own more than five percent of the outstanding shares of such stock.

(1) This information is based on a Schedule 13G13F filed with the SEC on December 31, 20112012 by BlackRock Fund Advisors.BlackRocis.

(2) This information is based on a Schedule 13G13F filed with the SEC on December 31, 20112012 by The Vanguard Group, Inc.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is comprised of four independent directors, one of whom is designated by the Board as the Audit“Audit Committee Financial Expert,” as defined by the Securities and Exchange Commission. The Committee for the year 2011,2012, was comprised of: Steven M. Klein, John C. Cutting, Amy B. Mansue and, John R. Middleton, M.D. Mr. Klein was appointedserves as Audit Committee Chair and is the designated as the Audit Committee Financial Expert. The Audit Committee operates under a written Charter adopted by the Board of Directors which is reviewed and adopted annually by the Committee and the Board of Directors. The Charter is available on the Company’s website at www.middlesexwater.com.

Management is responsible for the Company’s financial statements and internal controls. The Company’s independent accountants, ParenteBeard LLC, are responsible for performing an integrated independent audit of the Company’s annual consolidated financial statements and internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and for issuing a report thereon. The Committee’s responsibility is to oversee the quality and integrity of the Company’s accounting, auditing and financial reporting practices.

In this context, in addition, the Committee has met with the independent accountants without management present. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated audited financial statements with management and the independent accountants. The Committee discussed with the independent accountants the matters required to be discussed pursuant to PCAOB AU 380 (Communications with Audit Committee) which included, among other things:

The independent accountants also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence DiscussionsPCAOB Rule 3526, (Communications with Audit Committees)Committees Concerning Independence), and the Committee discussed with the independent accountants the firm’s independence with respect to Middlesex Water Company and its management. The Committee has the sole authority to pre-approve permitted non-audit services performed by the independent accountants and has considered whether the independent accountantsaccountants’ provision of non-audit services to the Company is compatible with maintaining their independence.

Based on the Committee’s discussions with management and the independent accountants, the Committee’s review of the audited financial statements, the representations of management regarding the audited financial statements and the report of the independent accountants to the Committee, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011,2012, for filing with the Securities and Exchange Commission.

The Committee also discussed with management the process used for the establishment and maintenance of disclosure controls and procedures in quarterly and annual reports which is required by the Securities and Exchange Commission (SEC) and the Sarbanes-Oxley Act of 2002, for certain of the Company’s filings with the SEC.

PROPOSAL 2

RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF
THE INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The shares represented by the proxies will be voted for ratification of the appointment by the Audit Committee of ParenteBeard LLC as our independent registered public accounting firm, to issue a report to the Board of Directors and shareholders on our financial statements for the fiscal year ending December 31, 2012.

2013.

Although submission of the appointment of an independent registered public accounting firm to shareholders for ratification is not required by law or regulation, the Board is submitting the selection of an independent registered public accounting firm for shareholder ratification. Under the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder, the Audit Committee is solely responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. Representatives of ParenteBeard LLC are expected to be present at the Meeting and will be afforded an opportunity to make a statement, if they so desire, and to respond to appropriate questions.

The affirmative vote of a majority of the votes cast by shareholders in person or represented by proxy, at the Annual Meeting is required for the approval of this Proposal. The Board has not determined what action it would take if the shareholders do not approve the selection of ParenteBeard LLC, but may reconsider the selection if the shareholdersshareholders’ action so warrants. Even if the selection is ratified, the Audit Committee, exercising its own discretion, may select different auditors at any time during the year if it determines that such a change would be in the Company’s best interests and in the best interests of shareholders.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE

FOR THE RATIFICATION OF THE APPOINTMENT OF PARENTEBEARD LLC.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

ParenteBeard LLC has been approved and appointed by the Audit Committee as the Company sCompany’s independent registered public accounting firm. Aggregate fees billed to the Company for the years ending December 31, 20112012 and 20102011 by ParenteBeard LLC are as follows:

{a} Audit fees were incurred for audits of the financial statements and internal control over financial reporting of the Company, an audit of the financial statements of a subsidiary of the Company, and reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q. In addition, the above audit fees include fees incurred for certain financing transactions.

{b} Tax fees were incurred for the preparation of the Company’s tax returns.

The Audit Committee has established pre-approval policies and procedures for all audit and non-audit services to be performed by ParenteBeard LLC. The Audit Committee approves 100% of the services related to Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees in excess of $5,000.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the section entitled Compensation“Compensation Discussion and AnalysisAnalysis” included in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation“Compensation Discussion and AnalysisAnalysis” be included in ourthis Proxy Statement. The members of the Compensation Committee are: Jeffries Shein, Lead Director, who serves asAmy B. Mansue, Chair; Steven M. Klein, Amy B. Mansue, and John R. Middleton, M.D. and Jeffries Shein.

COMPENSATION DISCUSSION AND ANALYSIS

Persons Covered.This discussion and analysis addresses compensation for 20112012 of the following executive officers: Dennis W. Doll, President and Chief Executive Officer; A. Bruce O Connor,O’Connor, Vice President and Chief Financial Officer; Richard M. Risoldi, Vice President – Operations and Chief Operating Officer; Kenneth J. Quinn, Vice President – General Counsel and Corporate Secretary and Treasurer; and James P. Garrett,Bernadette M. Sohler, Vice President Human Resources. Mr. Garrett retired from the Company effective March 1, 2012.– Corporate Affairs. These executives are referred to in this discussion as the Named“Named Executive Officers.”

Executive Summary.A primary objective of our executive compensation program is to align the interests of our senior leadership with those of our customers and shareholders. The key components of the Company’s compensation program are designed, augmented and modified, as appropriate, to ensure we attract and retain qualified executive talent, and appropriately reward performance. We strive to create a compensation program that provides adequate balance between shorter and longer-term performance. Our 20112012 compensation program included further migration toward competitively benchmarked: 1) base salaries, 2) incentive compensation and 3) total compensation. The Company remains committed to a disciplined and balanced approach to meeting the short and long-term needs of its customers, shareholders and employees. This compensation philosophy is consistent with the Company’s overall approach to risk management. The Company sCompany’s formal risk management program seeks to mitigate, transfer or eliminate risk while simultaneously, maximizing opportunity for shareholders. The Company’s compensation program seeks to achieve an appropriate balance among all these objectives and therefore, does not encourage or reward inappropriate risk-taking.

Role of the Compensation Committee.The Compensation Committee of the Board of Directors is responsible for making recommendations to the full Board of Directors with respect to the compensation of the Named Executive Officers. As part of these duties, the Committee administers the Company’s equity-based incentive compensation plan and conducts an annual formal performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other Named Executive Officers. The Board of Directors has ultimate authority to determine the compensation of all Named Executive Officers.

The Compensation Committee hasis governed by a formal charter that describes the Committee’s scope of authority and its duties.responsibility. The Compensation Committee consists of four Directors, all of whom are independent“independent” as set forth in the listing requirements for NASDAQ Global Select securities. The Corporate Governance and Nominating Committee of the Board of Directors evaluates the independence of Committee members at least annually, using the standards contained in the NASDAQ Global Select listing requirements. This evaluation, and the determination that each member of the Committee is independent, was made most recently in February 2012.2013.

Role of Executives in Compensation Committee Activities.The executive officers who serve as a resource to the Compensation Committee are the Chief Executive Officer and the Vice President-Human Resources. These executives provide the Compensation Committee with input regarding market-based compensation philosophy processes and restricted stock awards for eligible employees other than Named Executive Officers.processes. This communication assists in the design and alignment of incentive programs for eligible employees throughout the Company.compensation programs. In addition to providing factual information such as company-wide performance on relevant measures, these executives articulate management’s views and results on current compensation

programs and processes, recommend relevant performance measures to be used for future evaluations and otherwise supply information to assist the Compensation Committee. The Chief Executive Officer

also provides information about individual performance assessments for the other Named Executive Officers, and expresses to the Compensation Committee his views on the appropriate levels of compensation for the other Named Executive Officers. The Compensation Committee periodically communicates directly with third-party consultants, providing third-partysuch consultants with Company-specific data and information. Certain portions of such information may be provided by the Vice President-Human Resources or the Chief Executive Officer, in assisting in the evaluation of the estimated effect on the Company’s financial statements regarding any proposed changes to the various componentselements of compensation.

Executives participate in Committee activities purely in an informational and advisory capacity and have no vote in the Committee sCommittee’s decision-making process. The Chief Executive Officer and Vice President-Human Resources do not attend those portions of Compensation Committee meetings during which their performance is evaluated or their compensation is determined. No executive officer other than the Chief Executive Officer attends those portions of Compensation Committee meetings during which the performance of the other Named Executive Officers is evaluated or their compensation is determined. In addition, the Compensation Committee meets in executive session as it considers appropriate.

Use of Consultants.The Compensation Committee periodically engages qualified independent compensation consultants to assist it in the compensation process for Named Executive Officers. The consultants are retained by, and report directly to, the Compensation Committee. The Chairman of the Compensation Committee serves as the primary contact with outside compensation consultants. The Compensation Committee places no restrictions on consultants within the scope of contracted services and such consultants are not engaged by management for any purpose. The consultants provide expertise and information about competitive trends in the employment marketplace, including established and emerging compensation practices at other companies both inside and outside the Company’s comparator group. The consultants also provide proxy statement and survey data, and assist in assembling relevant comparator groups. In addition, the consultants also assist in establishing benchmarks for base salary and incentives from the comparator group proxy statement and survey data.

In determining compensation for the Named Executive Officers in 2011,2012, the Committee relied on data from a comprehensive study presented in January 2011, performed by Steven Hall & Partners.

Compensation Objectives and Philosophy.The overall objectives of the Company’s compensation program are to retain, motivate, and reward employees (including the Named Executive Officers) for short and long-term operational and financial performance, and to provide competitive compensation to attract and retain appropriate executive talent to the Company. The methods used to achieve these goals for Named Executive Officers are influenced by the compensation and employment practices of our peers and competitors within the relevant comparator group, and elsewhere in the marketplace. Other considerations include each Named Executive Officer’s individual performance in achieving both financial and non-financial corporate objectives.

Our compensation program is designed to rewardcompensate the Named Executive Officers based on their level of assigned manage- mentmanagement responsibilities, individual experience and performance levels and their knowledge and management of the Company’s operations. The creation of long-term value is highly dependent on the development and effective execution by our Named Executive Officers of our business strategy.

Factors that influence the design of our executive compensation program include, among other things, the items listed below:

Our 20112012 compensation program for Named Executive Officers included three key components. The first component is base salary. The second is an equity-based long-term incentive plan in the form of restricted common stock and the third is certain benefits and perquisites at levels that are competitive in the marketplace and appropriate for the roles of the Named Executive Officers.

Assembling the Components of Compensation.The Compensation Committee analyzes the level and relative mix of executive compensation elements by component (e.g., base salary, incentives, and benefits) and in the aggregate. The Chief Executive Officer provides recommendations to the Committee relating to base compensation to be paidchanges relative to the Named Executive Officers, other than himself. Based on this analysis, the Compensation Committee reviews, challenges and recommends each Named Executive Officer’s compensation, subject to approval by the full Board of Directors.

When evaluating the components comprising total compensation, the Compensation Committee considers, among other things, general market practices and the alignment of incentive awards with strategic objectives and Company operational and financial performance. The Compensation Committee seeks to create appropriate incentives without encouraging behaviors that result in inappropriate risk. These components are periodically evaluated in relation to benchmark data derived from information reported in publicly-available proxy statements and from market survey data.

As a result of the competitive executive compensation marketplace assessment report delivered in January 2011 by Steven Hall & Partners, the Compensation Committee developed an implementation plan to bring executive compensation levels more in line with 2011 market levels over a two-year period. InThe full Board approved the phase-in plan and in April 2011, 60% of the proposed change was made withand the remaining 40%, anticipated in 2011 to be was made in AprilOctober 2012.

Base Salary.Base salary is designed to provide a reasonable level of predictable incomecompensation commensurate with market standards of the position held, adjusted for specific job responsibilities assigned, individual experience and demonstrated performance. Named Executive Officers are eligible for periodic adjustments to their base salary based on these factors. The Compensation Committee reviews and recommends to the Board of Directors any base salary changes for Named Executive Officers, including the Chief Executive Officer.

The Compensation Committee generally seeks to undertake a comprehensive review of the executive compensation program approximately every three years. The Compensation Committee has generally established the 50th percentile of peer proxy and survey data as the targeted base compensation level, with adjustments made upwardsupward or downwardsdownward for each Named Executive Officer’s specific experience, responsibilities and performance, estimated value in the marketplace and the Committee’s view of each Named Executive Officers role inOfficers’ contribution to the future success of the Company.

Incentives.The Company does not have any formal plan or program that provides for cash or other form of short-term incentive compensation for Named Executive Officers. The Company does have a long-term incentive plan in the form of restricted Company common stock (the Restricted Stock Plan). Awards under this plan are considered on an annual basis and are based on the achievement of certain goals in the preceding calendar year. To the extent any awards may be made under the Restricted Stock Plan, such awards are typically made as of October 1st based upon performance in the prior calendar year.goals. The value of the restricted shares is determined as of the date vesting occurs, generally five years beyond the date of issue. There is no provision in the Restricted Stock Plan that specifically addresses re-pricing or cash buyouts relative to restricted stock awards, and such practices have never been employed.

The Restricted Stock Plan is designed to compensate the Named Executive Officers for executing specific financial and non-financial elements of ourthe Company’s business plan. The target award is comprised of a single corporate financial goal, in addition to one or more individual non-financial performance goals. The corporate financial corporate goal for 20112012 was budgeted Income Before Income Taxes. The corporate financial goal comprised 60% of the target award for Named Executive Officers other than the President and Chief Executive Officer, whose corporate financial goal comprised 80% of his target award. The remaining portion of the target award for all Named Executive Officers is based upon the level of achievement of the individual non-financial performance goals. The non-financial individual performance goals are intended to motivateincent the Named Executive Officers to implement operational, technical, management and other initiatives that benefit the company’s customers, shareholders and employees, and which require effort above and beyond what would normally be required as part of the Named Executive Officer’s base job responsibilities.

The Compensation Committee evaluates the reasonableness and likelihood of attaining designated incentive goals in an effort to ensure that such targets appropriately reward performance, but do not encourage inappropriate risk taking or compromises in the quality of service to the Company’s customers. Actual performance during the applicable measurement period may exceed or fall short of the targets resulting in the Named Executive Officer receiving an annual incentive award that is above or below the initial targeted level. Annual incentive awards granted in prior years are not taken into account by the Compensation Committee in the process of setting performance targets, or in evaluating achievements, for the current year. Incentive-based awards made in 2012 and forward, are subject to the Company’s clawback“clawback” policy, as may be amended from time to time. Such policy requires that incentive-based awards are subject to return to the Company, in whole or in part, if a financial statement restatement occurs within the three calendar years priorsubsequent to an award, and such restatement effectively negates the achievement of financial targets that precipitated such prior award.

In evaluating actual performance as compared to the established corporate financial goal, the Compensation Committee may, at its discretion, exclude individual items that are either additive or deductive which are considered non-recurring in nature. Such items are generally presumed to be infrequent. In addition, the Compensation Committee may increase or decrease a Restricted Stock award based upon additional consideration of a Named Executive Officer’s performance or achievements.

In 2011,2012, the Compensation Committee evaluated achievement of the corporate financial goal for 2010.2011. The Compensation Committee evaluated actual 20102011 Income Before Income Taxes and determined that there were no non-recurring items in 20102011 that should be considered in the determination of the level of achievement of the 20102011 corporate financial goal. Based on the Company’s reported 20102011 Income Before Income Taxes, the Compensation Committee determined that threshold financial performance was met in 20102011 and awards were made to the Named Executive Officers related to the 20102011 corporate financial goal. Detailed explanation of the factors contributing to 20102011 financial performance wereare articulated in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 20102011 Annual Report to Shareholders. Separately, the Compensation Committee also evaluated the level of achievement of the individual personal performance goals relative to the contribution to the various customer-related, strategic, competitive, operational and management objectives referenced above.

Broad-based Benefits.We also provide to our Named Executive Officers with certain benefits available to all qualifying employees of the Company, as well as selected fringe benefits and perquisites, not generally available to all employees of the Company. The following summarizes the significant broad-based benefits in which the Named Executive Officers were eligible to participate in 2011:

2012:

Executive Benefits and Perquisites.In addition to the benefits described above, the Named Executive Officers received the following fringe benefits and perquisites in 2011:

2012:

The Compensation Committee reviews the otherall components of executive compensation (benefits and executive perquisites) on an annual basis. Changes to the level or types of benefits within these categories, including considerations relating to the addition or elimination of benefits and plan design changes, are made by the Compensation Committee on an aggregate basis with respect to the group of employees entitled to those benefits, and not necessarily with reference to a particular Named Executive Officer’s compensation. Decisions about these components of compensation are made without reference to the Named Executive OfficersOfficers’ salary and annual cash incentives, as they involve issues of more general application and often include consideration of trends in the industry or in the employment marketplace.

Stock Ownership Requirements.Prior to 2012, the Company did not have formal stock ownership requirements for Named Executive Officers. Based upon the results of the above-referenced executive compensation study, a formal beneficial stock ownership requirement of 3.0 times base salary has been established for the CEO, intended to be achieved within five years. As of December 31, 2011,2012, the CEO achieved a beneficial stock ownership level of 1.51.6 times base salary through a combination of personal purchases of stock on the open market and awards of restricted stock. A beneficial stock ownership requirement of 1.5 times base salary has been established for the Chief OperatingFinancial Officer and Chief FinancialOperating Officer. A beneficial stock ownership requirement of 1.0 times base salary has been established for all other Named Executive Officers.

Employment Agreements.The Company does not have any employment agreements with any of the Named Executive Officers. All Named Executive Officers are “at will” employees.

Supplemental Executive Retirement Plan (SERP).The Company’s seven Executive Officers, which includes the five Named Executive Officers are eligible to participate in a non-qualified Supplemental Executive Retirement Plan (SERP) at the discretion of the Board of Directors. A participant, who retires on their normal retirement date, as defined in the SERP, is entitled to an annual retirement benefit of up to 75% of compensation, as defined in the SERP, generally reduced by the primary social security benefit, and further reduced by any benefit payable from the Company’s qualified defined benefit pension plan. Further reductions are made for certain retirement benefits from prior employment, where such benefits have accrued. The maximum annual retirement benefit to which threetwo of the sevenfive Named Executive Officers may be entitled is 50% of compensation. Based on the provisions of the plan, Mr. Garrett will not receive any retirement benefit from the Middlesex Water Company SERP. Offsetting amounts related to Social Security and other benefit plans are calculated similarly for all Named Executive Officers. Generally, a participant is vested in the SERP at ten (10) years of service in the case of retirement, and in the event of a Change in Control, as described further herein. A participant’s right to receive benefits under the SERP generally commences upon retirement, orto their spousal beneficiary at death, and in connection with a Change in Control, upon termination under the circumstances described in the SERP.

Annual benefitsBenefits are generally payable upon achieving normal retirement, as defined in the SERP, for fifteen (15) years, either to the participant or the participant’s spousal beneficiary. Retirement benefits may also be in the form of a single life annuity, joint and 50% survivor’s annuity, joint and 100% survivor’s annuity, single life annuity with a ten (10) year certain period or single life annuity with a fifteen (15) year certain period, paid on an actuarial equivalent basis.

The Company is not obligated to set aside or earmark any monies or other assets specifically for the purpose of funding the SERP, except that upon a Change in Control, the Company would be obligated to make contributions to a trust anticipated to be sufficient to meet the obligations under the SERP. Absent a Change in Control, benefitsbenefit payments are in the form of an unfunded general obligation of the Company.

Exceptions to Usual Procedures.The Compensation Committee may recommend to the full Board of Directors that they approve the payment of special cash compensation to one or more Named Executive Officers, in addition to payments approved during the annual compensation-setting cycle. The Committee may make such a recommendation if it believes it would be appropriate to reward one or more Named Executive Officers in recognition of contributions to a particular project or ititiative,initiative, or in response to customer, competitive or other factors that were not addressed during the recurring annual compensation-setting cycle or, that may have changed since the annual compensation-setting cycle. The Compensation Committee did not make any such recommendation related to any Named Executive Officers during 2011.

The Committee may also make off-cycle compensation decisions and recommendations when a current employee is promoted to Executive Officer status, or an Executive Officer is hired. The Committee may depart from the compensation guidelines it would normally follow for executives in the case of outside hires.

SUMMARY COMPENSATION TABLE

(1) The amounts in this column reflect the value of Restricted Stock Plan awards in the applicable year. These awards generally do not vest to the participants until the expiration of five years from the date of such award. During such five-year period, the participants have contingent ownership of such shares, including the right to vote the same and to receive dividends thereon.

(2) The change in thethis amount of this noncash item from 20102011 to 20112012 is driven primarily by a changefurther reduction in the discount rate applied to calculate the present value of future pension payments and a change to a mortality table used in the actuarial calculation of accumulated pension benefits. The discount rate changed from 5.48% in 2010 to 4.37% in 2011.payments. The Company does not have any nonqualified deferred compensation plans or related earnings.

(3) The detail of “All Other Compensation” recognized for the benefit of the Named Executive Officers is set forth on Schedule A, as supplemental information to the Summary Compensation Table.

SCHEDULE A

SUMMARY - ALL OTHER COMPENSATION

(4) The benefits available to the Named Executive Officers under these programs are also available to all other employees of the Company.

(5) In May, 2011, Mr. Doll proposed to the Board that he should no longer receive fees for attendance at either the Middlesex or Delaware Board meetings. This proposal was approved effective immediately, and the listed Board fees represent the amount of fees received by Mr. Doll through April 2011.

GRANTS OF PLAN-BASED AWARDS

OUTSTANDING EQUITY AWARDS

OPTIONS EXERCISED AND STOCK VESTED

* Includes 452 shares of common stock issued 2/9/2011 with a grant date of 10/1/2010.