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 RegistrantSx
Filed by a Party other than the Registranto
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| Middlesex Water Company |
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April 7, 2016
Dear Shareholder:
I am pleased to invite you to attend Middlesex Water Company’sthe Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company which will be held at our offices located at 1500 Ronson Road, Iselin, New Jersey 08830 on Tuesday, May 21, 201324, 2016 at 11:00 a.m. atEastern Daylight Time. The accompanying formal Notice of Annual Meeting and Proxy Statement set forth the Company’s headquarters. Directions are included ondetails regarding admission to the back cover of this Proxy Statement.Annual Meeting, directions, as well as the business to be conducted.
The Proxy Statement contains three proposals fromrecommended by our Board of Directors:for adoption: 1) the election of three directors,four Directors, 2) a non-binding advisory vote to approve named executive officer compensation, and 3) the ratification of the Audit Committee’s appointment of ParenteBeard LLCBaker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for 2013, and 3) an advisory vote to approve named executive officer compensation.2016. The Board encourages you to vote FOR each of these proposals. In addition to the specific matters being voted on,subject to your vote, management will report on companyCompany 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.
Instructions for voting are found on the following page ofin this proxy statementProxy Statement and 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, weI encourage you to vote your shares in advance of the meeting using any one of the convenient methods described.
On behalf of the Board, I appreciate your continued interest and participation in the affairssupport of Middlesex Water Company. I look forward to seeing you at the Annual Meeting.
Sincerely,
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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 BY ANY OF THE FOLLOWING MEANS:
YOUR VOTE IS IMPORTANT
We urge you to vote using telephone or internet voting, if available to you, or if you received |
Shareholders of record may deliver their completed proxy card in person at the Annual Meeting | ||
Beneficial owners
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 20, 2013. (Shareholders will need the 12-digit control number from the proxy card or NOIA to view proxy materials atwww.proxyvote.com).
1500 Ronson Road
Iselin, New Jersey 08830-0452
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
The
TUESDAY, MAY 24, 2016–Annual Meeting
Middlesex Water Company
1500 Ronson Road
Iselin, New Jersey 08830
Middlesex Water Company’s Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water CompanyMeeting) will be held at the Company’s headquarters, the J. Richard Tompkins Center, 1500 Ronson Road, Iselin, New Jersey 08830 on Tuesday, May 21, 201324, 2016 at 11:00 a.m. Eastern Time:,(Eastern Daylight Time). Directions to our headquarters can be found on the back cover of the Proxy Statement. At the Annual Meeting, shareholders will be asked to:
1. Elect the following Directors (See page 7):
Kim C. Hanemann, Amy B. Mansue, Steven M. Klein, Walter G. Reinhard
2. Approve, by non-binding advisory vote, the compensation of our named executive officers; (See page 25).
3. Ratify the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the following purposes:
fiscal year ending December 31, 2016; (See page 27)
4. We may also transact such other business that may properly come before the meetingAnnual Meeting or any postponement or adjournment thereof.
The Board of Directors (the “Board”) has fixed the close of business on March 25, 201328, 2016 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting.
Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directorsDirectors or the non-binding proposal regarding the compensation of our executive officers. Please return your proxy card so your vote can be counted.
AnThis year, we are again using the U.S. Securities and Exchange Commission’s Notice and Access Model (“Notice and Access”) which allows us to deliver proxy materials via the Internet, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access the proxy materials and vote, reduces the costs of printing and distributing proxy materials, and allows us to conserve natural resources in alignment with our role as an environmental steward. On or about April 7, 2016, we will mail a Notice of Internet Availability of Proxy Materials (“NOIA”) containing instructions on how to access our proxy statement and our 2015 Annual Report online and how to Shareholders outliningvote via the Company’s operations during 2012 accompanies this NoticeInternet. The NOIA also contains instructions on how to receive a paper copy of the proxy materials and our 2015 Annual Meeting and Proxy Statement.Report.
Thank you for your continued interest and support of Middlesex Water Company.
| Iselin, New Jersey April 7, 2016 | By Order of the Board, |
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Iselin, New Jersey
Middlesex Water Company 1 2016 Proxy Statement
ANNUAL MEETING OF SHAREHOLDERSMAY 21, 2013PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider. You should read the entire Proxy Statement prior to voting. Our Proxy Statement and the accompanying form ofother proxy materials are first being furnishedmade available to theour shareholders 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 theon or about April 7, 2016.
General Information(See Pages 3 To 5)
Meeting: Annual Meeting of the Shareholders to be held at 11:00 a.m. at the Company’s headquarters, the J. Richard Tompkins Center,
Meeting Date: Tuesday, May 24, 2016
Time: 11.a.m. Eastern Daylight Time
Location: 1500 Ronson Road, Iselin, New Jersey on Tuesday, May 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 9, 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 MATERIALSRecord Date: March 28, 2016
AND THE ANNUAL MEETINGCommon Stock Outstanding: 16,240,167
Transfer Agent: Broadridge Financial Services
Stock Symbol: MSEX
Exchange: Nasdaq
State of Incorporation: New Jersey
Year of Incorporation: 1897
Corporate Website: www.MiddlesexWater.com
Shareholder Service Website: www.shareholder.broadridge.com\middlesexwater
1. What is the purposeCorporate Governance: See Pages 10 To 15)
Four Director Nominees for Election:
Kim C. Hanemann, Class I, Term: 2 Years
Amy B. Mansue, Class II, Term: 3 Years
Steven M. Klein, Class II, Term: 3 Years
Walter G. Reinhard, Class II, Term: 3 Years
Director Election: Plurality of Votes Cast
The Board recommends a vote “FOR” each of the Meeting?Director nominees.
Director Attendance at 2015 Annual Meeting: 100%
Board Meetings in 2015: 12
Director Attendance at Board Meetings: 96%
Standing Board Committees (Meetings in 2015):17
Audit Committee (4)
Compensation Committee (2)
Corporate Governance Committee (4)
Nominating: (2)
Pension (5)
Ad Hoc Pricing Committee (0)
Corporate Governance Materials:
www.MiddlesexWater.com
Board Communication:
Middlesex Water Company
Attn.: Corporate Secretary
1500 Ronson Road
Iselin, New Jersey 08830
Executive Compensation: (See Pages 17 To 24)
CEO: Dennis W. Doll (CEO Since 2006)
CEO 2015 Compensation:
Salary: $485,802
Long Term Equity Award: $271,936
All other Compensation: $47,391
Total Compensation: $891,173
Pay for Performance: Yes
Stock Ownership Guidelines: Yes
Clawback Policy: Yes
No Hedging Policy: Yes
Other Items to be Voted On (See Pages 25 To 27)
The Board recommends a vote “FOR”each of these two items.
Middlesex Water Company 2 2016 Proxy Statement
| 1. | What is the purpose of the meeting? |
At the Annual Meeting of Shareholders (the“Annual Meeting”), shareholders of the Company will consider and vote upon three proposals:
| · |
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| · | Ratification of the appointment of |
Shareholders may also vote upon such other matters as may properly come before the Annual Meeting or any postponement or adjournment thereof.
| 2. | Why am I receiving these proxy materials? |
2.Where can I obtain financial information about Middlesex Water?OurWe are furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board for use at the Annual Report to Shareholders, including our Form 10-K with financial statements for 2012, is enclosed in the same mailing with this proxy statement. The Company’sMeeting. This Proxy Statement includes information we are required to provide under U.S. Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.
| 3. | How can I get electronic access to the proxy materials? |
The Notice of Internet Availability (“NOIA”) will provide you with instructions how to: 1) view on the Internet our proxy materials for the Annual ReportMeeting; and 2) instruct us to Shareholderssend proxy materials to you by mail. The proxy materials are also available on our website atwww.middlesexwater.com.Information www.MiddlesexWater.com under the “Investor Relations” tab.Information on our website does not constitute part of this proxy statement.Proxy Statement.
| 4. | What is a proxy? |
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. James F. Cosgrove Jr. and John C. CuttingJeffries Shein 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.
| 5. | How are other proxy materials being furnished? |
4. How are other proxy materials being furnished?Under rules adopted by the U.S. Securities and Exchange Commission (SEC),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)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 WaterCompany is able to reduce printing and postage costs, as well as minimize ouradverse 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.
| 6. | Who is entitled to vote at the Annual Meeting? |
5. Who is entitled to vote?Shareholders of record at the close of business on March 25, 2013,28, 2016, which we refer to as the Record Date, (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, we had 15,814,16916,240,167 shares
of Middlesex Water Company common stock(“Common Stock”) issued and outstanding, each entitled to one vote. A complete list of the shareholders entitled to vote at the meetingAnnual 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.
| 7. | What is the difference between holding shares as a shareholder of record and as a beneficial owner holding shares in “street name”? |
6. What is the difference between a “shareholder of record” and an owner holding shares in “street name?”You are a “Shareholder of Record” if, you hold a stock certificate or if you have an accountat the close of business on the Record Date, your shares were registered directly in your name with Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), our transfer agent, Registrar & Transfer Company. Ifagent. You are a beneficial owner if, at the close of business on the Record Date, your shares arewere held inby a brokerage account, by a broker, bankfirm or other holder of record,nominee and not in your name. Being a beneficial owner means that your shares are held in “street name” and you are consideredname.” As the beneficial owner, of those shares.you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or nominee provides.
| 8. | How will my shares be voted if I do not vote or if I have not provided instructions to my broker? |
7. How are Proxies Used?All shares that have been properly voted, whether by Internet, telephone or U.S. mail, and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you are a shareholder of record and you do not vote by proxy card, by telephone, via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting. 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 three director nominees named in this Proxy Statement, for the ratification of the appointment by the Audit Committee of ParenteBeard LLC as the independent registered public accounting firm; and for an advisory vote approving named executive 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
If you are the date we filed this Proxy Statement with the SEC, webeneficial owner and you do not knowdirect your broker or nominee how to vote your shares, your broker or nominee may vote your shares on only those proposals for which it has discretion to vote.
Please note that under the rules of anythe Nasdaq Stock Market (“Nasdaq”) your bank, broker or other nominee may not vote your shares with respect to matters to be raised atconsidered non-routine (Proposals 1 and 2). Proposal 3, the Annual Meeting.ratification of our auditor is a routine matter on which brokers and nominees can vote on behalf of their clients if clients do not furnish voting instructions.
| 9. | How many votes must be present to hold the Meeting? |
8. 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 dateRecord Date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum.
9. Middlesex Water Company 3 2016 Proxy Statement
| 10. | What is the vote required for each proposal and what are my voting choices? |
| Proposal | Vote Required | Broker Discretionary Vote Allowed |
| Proposal 1 - Election of four Directors | Plurality of votes cast | No |
| Proposal 2 - Advisory vote on executive compensation | Majority of the shares entitled to vote and present or represented by proxy | No |
| Proposal 3 - Ratification of auditors for 2016 | Majority of the shares entitled to vote and present or represented by proxy | Yes |
With respect to Proposal 1, the election of Directors, you may vote is neededFOR ALL, WITHHOLD ALL or FOR ALL Except and indicate any nominee for which you withhold authority to elect a director?Directorsvote.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. AbstentionsDirectors. With respect to Proposals 2 and broker non-votes will not3, (or any other matter to be included in determining the number of votes cast concerning any matter.
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 proxyvoted at the Annual Meeting.
11. WhatMeeting), you may vote is needed to approve the advisory vote approving named executive officer compensation?FOR, AGAINST or ABSTAIN. The approval of the non-binding advisory vote regarding the compensation of our named executive officers (Proposal 3)2) requires that the votes cast in favor of the proposal exceed the number of votes cast against the proposal.
12. What are the voting recommendationsThe ratification of the Board?Forappointment by the reasons set forthAudit Committee of Baker Tilly Virchow Krause, LLP (Proposal 3) requires that the votes cast in more detail later in this Proxy Statement,THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE:favor of the ratification exceed the number of votes opposing the ratification.
| 11. | How does the Board recommend that I vote? |
The Board recommends that you vote:
| · | FOR |
| · | FOR |
| · | FOR |
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.
| How are abstentions and broker non-votes counted? |
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 three 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 “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.
14. How are abstentions and broker non-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 Annual Meeting, will be treated as present for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes and withheld votes will not be included in the vote total for the proposal to elect the nominees for directorDirector 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 advisory proposal regarding the approval of the compensation of our named executive officers, or the ratification of the appointment of ParenteBeard LLC.Baker Tilly Virchow Krause, LLP.
| 13. | May I revoke my proxy or change my vote? |
15. What if I change my vote after IYes.You may revoke a proxy you have voted?Whether you vote by telephone, Internet or by mail, you may later change or revoke your proxygiven 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 personvoted at the Annual Meeting.Meeting by: (1) submitting to our Corporate Secretary a letter revoking the proxy, which the Secretary must receive prior to the Annual Meeting, or (2) attending the Annual Meeting and voting in person. 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.
| 14. | Who will count the vote? |
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.
| 15. | Who can attend the Annual Meeting? |
17. Who can attend the Annual Meeting?All shareholders of record as of the close of business on March 25, 201328, 2016 can attend the meeting.Annual 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 electronicrecording devices to the Annual Meeting.
Middlesex Water Company 4 2016 Proxy Statement
18. Will there be a management presentation at the Annual Meeting?Yes. Table of Contents
| 16. | Will there be a management presentation at the Annual Meeting? |
Management will give a brief presentation during the meeting.
To be considered for inclusion in our Proxy Statement mailed in 2017, shareholder proposals 19. 17. When are shareholder proposals due for the 2017 Annual Meeting? due for the 2014 Annual Meeting?Should a shareholder intend to present a proposalmust be received at the Annual Meeting toour executive offices on or before December 12, 2016. Shareholder proposals should be held in the year 2014, you must submit your proposaldirected to the Corporate Secretary of theat Middlesex Water Company, at 1500 Ronson Road, not later than December 11, 2013, in order to be considered for inclusion in the Company's proxy statement and form of proxy relating to the 2014 Annual Meeting.
20. 18. Where can I find the voting results of the annual meeting?Announcement of the Annual Meeting of Shareholders?
We will announce preliminary voting results will occur at the Annual Meeting and issuedMeeting. We will issue final results in a press release and filedin a current report on formForm 8-K that we will file with the SEC on or about May 22, 2013.25, 2016.
| How can I participate in householding of Annual Meeting materials? |
The SEC rules permit us, with your permission, to deliver a single Proxy Statement and annual report to any household at which two or more shareholders of record reside at the same address. Each shareholder will continue to receive a separate proxy card. This procedure, known as “householding” reduces the volume of duplicate information and reduces our expenses. Once given, a shareholder’s consent will remain in effect until they revoke it by notifying our Corporate Secretary as described above. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. Shareholders of record who elect to participate in householding may also request a separate copy of future Proxy Statements and annual reports by contacting our Corporate Secretary in writing at Office of the Corporate Secretary, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
Separate Copies for Beneficial Owners
Institutions that hold shares in street name for two or more beneficial owners with the same address are permitted to deliver a single Proxy Statement and Annual Report to that address. Any such beneficial owner can request a separate copy of this Proxy Statement or the Annual Report on Form 10-K by contacting our Corporate Secretary as described above. Beneficial owners with the same address who receive more than one Proxy Statement and Annual Report on Form 10-K may request delivery of a single Proxy Statement and Annual Report on Form 10-K by contacting our Corporate Secretary as described above.
Middlesex Water Company 5 2016 Proxy Statement
1: ELECTION OF DIRECTORS
The Board consistsis elected by shareholders to oversee their interest in the overall success of eightour business. Board members are divided into three classes with staggered three-year terms of office. In 2012, theThe Corporate Governance and& Nominating Committee reviewedperiodically reviews the efficacy of declassifying the Board. This matter was last presented to the full Board for further evaluation.evaluation in 2015. Upon thorough discussion, the boardBoard concluded that at this time, maintaining its present classification structure with three classes of directorsDirectors with as nearly equal number of members as practicable, provides for the most effective continuance of the knowledge and experience gained by members of the boardBoard and that maintaining the current boardBoard classification structure serves the best interests of shareholders.
Election of Directors (Proposal No. 1)
Middlesex Water Company has eight Directors on its Board. The following Table provides summary information about each Director nominee standing for re-election to the Company.Board. Additional information for all our Directors, include the nominees, may be found beginning on page 7.
| Name | Age | Director Since | Principal Occupation | Independent | Committee Memberships | Experience and Skills |
| Kim C. Hanemann | 52 | 2016 | Sr. Vice-President Delivery Projects and Construction - Public Service Electric and Gas Co. | Yes | Audit Committee | Executive Leadership, Project Management, Operations, Construction, Utility |
| Steven M. Klein | 50 | 2009 | President, Chief Operating Officer of Northfield Bancorp, Inc. | Yes | Audit Committee Chair, Audit Committee Financial Expert, Compensation Committee and Pension Committee | Executive Leadership, Finance, Accounting, Audit |
| Amy B. Mansue | 51 | 2010 | President and Chief Executive Officer of Children’s Specialized Hospital | Yes | Audit, Compensation Committee Chair and Corporate Governance and Nominating Committee | Executive Leadership, Public Policy, Government Experience |
| Walter G. Reinhard | 70 | 2002 | Retired, Former Partner and Of Counsel to Norris McLaughlin & Marcus, P.A. | Yes | Corporate Governance and Nominating Committee Chair and Pension Committee | Executive Leadership, Regulatory & Planning, Public Utilities Law |
Middlesex Water Company 6 2016 Proxy Statement
NOMINEES FOR THE BOARD OF DIRECTORS
The present term of Class II Directors expires at the 2016 Annual Meeting of Shareholders. Upon the recommendation of the Corporate Governance and Nominating Committee, recommends the following nominees,Board has nominated for election three Directors from Class II which are Steven M. Klein, Amy B. Mansue, and Walter G. Reinhard, Esq., each of whom is currently servingto a three-year term. Kim Hanemann, named to the Board on January 26, 2016 as a Class I Director, will be elected atstanding for election for a two-year term, consistent with the Annual Meetingremaining term of Shareholders,the other Class I Director. The Director nominees for election named below are willing to serve for three (3) years or until their respective successors have beenbe duly elected and qualified. The present terms of these Class II directors expire at the year 2013 Annual Meeting of Shareholders. There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with regulations of the Securities and Exchange Commission.
All 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.
serve. Directors shall be elected by a plurality of the votes cast at the election.Annual Meeting. If at the time of the election any of the nominees listed should be unable to serve, it is the intention of the persons designated as proxies to vote, in their discretion, for other nominees, unless the number of Directors is reduced.
There is shown as to eachwere no nominee and as to each Director whose termrecommendations from shareholders, or from any group of office will continue after the year 2013 Annual Meeting, his or her age asshareholders, submitted in accordance with regulations of the dateSEC.
We set forth information with respect to the business experience, qualifications and affiliations of our Director nominees below:
Class I – (Term expires in 2018)
Kim C. Hanemann
Independent Director
Board Committees:
Audit
Age: 52
Ms. Hanemann is qualified to serve on the Board as a result of her broad construction, engineering, executive leadership and utility service delivery background and experience as a senior leader in a regulated electric and gas utility company. Ms. Hanemann is Senior Vice President – Delivery Projects and Construction of Public Service Electric and Gas Company (PSE&G), New Jersey’s oldest and largest public utility company, where she is responsible for execution of the Annual Meeting, Class, periodcompany’s large transmission construction projects. Her responsibilities include oversight of serviceproject management, project controls, licensing and permitting, and commissioning. This large portfolio of services under Ms. Hanemann’s management also includes management of key components of PSE&G’s resiliency initiatives and asset hardening projects on company facilities. Although larger in scope and cost, these utility infrastructure challenges are analogous to those managed by Middlesex Water Company. Ms. Hanemann has held numerous leadership positions in both electric and gas field operations and in utility support operations. She was named Vice President in 2010, and Senior Vice President in 2014. Ms. Hanemann serves as a Director of the Company,Foundation Board of Children’s Specialized Hospital. She is also the Executive Sponsor for PSEG Women’s Network, an employee resource group aimed at providing women with career development insights and businessserves on PSEG’s Diversity and professionalInclusion Council. Ms. Hanemann earned her Bachelor’s Degree in Mechanical Engineering from Lehigh University and an M.B.A. from Rutgers Graduate School of Management.
Class II – (Term expires in 2016)
Steven M. Klein
Independent Director since 2009
Board Committees:
Audit, Chair
Audit Committee Financial Expert
Compensation
Pension
Age: 50
The Board has concluded that Mr. Klein is qualified to serve on the Board because he brings extensive executive leadership and financial and auditing experience duringand is highly active in financial services industry matters. Mr. Klein is also designated as a financial expert on the last five years.Audit Committee. Mr. Klein serves as President and Chief Operating Officer 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 licensed Certified Public Accountant in the State of New Jersey 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. He earned a B.S. in Business Administration from Montclair State University.
Class II – (Term expires in 2016)
Amy B. Mansue
Independent Director since 2010
Board Committees:
Audit
Compensation, Chair
Corporate Governance & Nominating
Age: 51
The Board has concluded that Ms. Mansue is qualified to serve on the Board because of her executive leadership experience and broad perspective on strategic and operating matters. In addition, her background in the public sector and her extensive public policy experience is beneficial to the Board. 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 eleven sites throughout New Jersey. Ms. Mansue’s background includes serving as a staff member on healthcare policy for former New Jersey Governor James 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 as Chair of the New Jersey Chamber of Commerce, Secretary of the Children’s Hospital Association, and is a member of the Board of the New Brunswick Development Corporation. Ms. Mansue holds a Bachelor’s Degree in Social Welfare and a Master’s Degree in Social Work, Planning and Management from the University of Alabama.
Middlesex Water Company 7 2016 Proxy Statement
Class II – (Term expires in 2016)
Walter G. Reinhard, Esq.
Independent Director since 2002
Board Committees:
Corporate Governance & Nominating, Chair
Pension
Age:70
The Board has concluded that Mr. Reinhard is qualified to serve on the Board because he brings executive leadership, broad experience in utility industry law and an extensive regulatory and planning background to his role as Director. Mr. Reinhard served as a Partner of the law firm of Norris McLaughlin & Marcus, P.A. prior to his retirement from the active practice of law and partnership in the firm on December 31, 2014. Effective January 1, 2015, he commenced service as “Of Counsel” to the firm. Mr. Reinhard had been with the firm since 1984 and practiced administrative, environmental and regulatory law involving public utilities. He brings over 40 years of 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 Companies. Mr. Reinhard serves as a Director of the Fanwood-Scotch Plains YMCA. He received his B.A. from the University of Pennsylvania and his J.D. from Pennsylvania State University’s Dickinson School of Law.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERSSHAREHOLDERS VOTEFOR PROPOSAL 1, “FOR” THE ELECTION OF STEVEN M. KLEIN, AMY B. MANSUE AND
WALTER G. REINHARD, ESQ.
EACH OF THE FOUR DIRECTOR NOMINEES NAMED ABOVE.
Middlesex Water Company 8 2016 Proxy Statement
NOMINEES FOR ELECTION AS DIRECTORS WITH UNEXPIRED TERMS EXPIRING IN 2016
We set forth information with respect to the business experience, qualifications and affiliations of our Directors with unexpired terms below:
Class III – (Term expires in 2017)
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| James F. Cosgrove, Jr., P.E. Independent Director since 2010 Board Committees: Ad Hoc Pricing, Chair Pension, Chair Corporate Governance & Nominating Age: 52 Mr. Cosgrove is Vice President and Principal of Kleinfelder, a firm offering consulting in architecture, civil and structural engineering, construction management, environmental analysis, remediation, and natural resources management throughout the U.S., Canada and Australia. A Professional Engineer licensed in the State of New 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, an environmental consulting firm based in Princeton, 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, among others. He served as a Director of the New Jersey Association of Environmental Authorities from 2005-2011 and currently serves as Chairperson of 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. Class III – (Term expires in 2017) John R. Middleton, M.D. Independent Director since 1999 Board Committees: Audit Compensation Corporate Governance & Nominating Age: 71 |
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 Rutgers 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, where he also served on the Board from 1986-2007. Dr. Middleton has served on multiple Medical Staff and Board Committees and founded the Internal Medicine Residency Program at Raritan Bay Medical Center. 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. He has extensive experience in epidemiology, quality assessment and improvement and institutional safety measures. 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 served as Governor of New Jersey’s American College of Physicians from 1987-1992. He also served as a major in the U.S. Air Force from 1973-1975 and received a B.S. in Biology from the College of Holy Cross; Doctor of Medicine from Rutgers 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.
Class III – (Term expires in 2017)
Jeffries Shein
Independent Director since 1990
Board Committees:
Ad Hoc Pricing
Compensation
Corporate Governance & Nominating
Age: 75
Mr. Shein is managing partner, JGT Management Company, LLC, a management and investment firm since 2003. He was formerly a Partner of Jacobsen, Goldfarb and Tanzman Associates, one of the largest industrial and commercial real estate brokerage firms in New Jersey. Mr. Shein retired from the Board of publicly-traded Provident Bank in April 2015 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.
Class I – (Terms expire in 2018)
Dennis W. Doll
Director since 2006
Age: 57
Mr. Doll was named Chairman of the Board in May 2010 and served as Vice Chairman from 2009-2010. He has served as President, Chief Executive Officer and a Director of Middlesex Water Company since 2006 and serves as Chairman of all subsidiary companies. Mr. Doll joined Middlesex Water as Executive Vice President in November 2004. He has more than 30 years of experience in both regulated and non-regulated water utility management with a diverse management background in matters related to water and wastewater utilities, contract operations and capital management. He received a B.A. Degree in Accounting and Economics from Upsala College. Mr. Doll serves as a volunteer Director on non-profit Boards including the New Jersey Utilities Association (past Chairman) and the National Association of Water Companies, (past President). He also serves as Treasurer and a member of the executive committee on the Board of the Water Research Foundation.
Middlesex Water Company 9 2016 Proxy Statement
CORPORATE GOVERNANCE GUIDELINES AND BOARD MATTERS
General InformationCode of Ethics and Corporate Governance Guidelines
Management of the Company is under the general direction of the Board of Directors whowhose members are elected by the shareholders. The Company’s business and affairs areis 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 Company Officers, by reviewing briefing materials and other relevant information provided to them, and by actively participating in meetings of the Board and its Committees.
Board SizeCode of Business Conduct
The Board shall consisthas adopted a Code of not less than five nor more than twelve members in accordance with the By-laws.
Board MeetingsConduct that applies to all Directors, Officers and Attendance at Annual Meetingemployees. This Code encompasses all areas of Shareholders
The frequency and length of Board meetings,professional conduct, as well as agenda items, is determinedstrict 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 by any employee or member of the Chairman and Committee Chairs with input from all other directors. Meeting schedules are approved by the full Board.general public.
The BoardCompany’s Code of Directors holds monthly meetingsConduct, as well as the charters for the Audit, Compensation, Corporate Governance & Nominating, and meetsPension Committees, are available on other occasions when required. The Board of Directors held twelve meetings andour website www.MiddlesexWater.com under the Board Committees held fourteen meetings during fiscal year 2012. Each incumbent Director attended 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 2012 Annual Meeting of Shareholders heldheading Investor Relations – (Corporate Governance). We also make this information available in May 2012 attended that meeting.
print to any shareholder upon request. Requests should be addressed to Corporate Secretary, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
The non-management directors shall periodically meet without management in executive session. The Lead Director is designated to preside at the executive sessions.
Board Standards of Independence
The Company’s Common Stock is listed on the NASDAQNasdaq Global Select Market. NASDAQNasdaq listing rules require that a majority of the Company’s directorsDirectors be “independent directors”“Independent Directors” as defined by NASDAQNasdaq 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 Board of Directors, wouldcould interfere with the exercise of independent judgment in carrying out the responsibilities of a director.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 NASDAQNasdaq corporate governance requirements, a member of the Board is not independent if:
| · | The |
| · | The |
| · | The |
| · | The |
| · | The |
| · | The |
With the exception of Mr. Doll, who is an Executive Officer of the Company, the Board has determined that each member of the Board is independent under the NASDAQNasdaq listing standards.
The Board based this determination primarily on a review of the responses of the Directors to questionsa comprehensive annual questionnaire regarding employment and compensation history, affiliations, family and other relationships, together with an examination of those companies with whom the Company transacts business.
The Directors certify individually as to their representations.
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 retired from his status as a partner at Norris McLaughlin & Marcus on December 31, 2014. Effective January 1, 2015, he commenced service as “Of Counsel” to the firm. Mr. Reinhard currently serves as Chair of the Corporate Governance and Nominating Committee and is a member of the Pension Committee. The Company paid Norris, McLaughlin & Marcus, $104,063$23,000 for legal services during 2012.2015. The amount paid represents less than 0.18%5% 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 NASDAQNasdaq Listing Guidelines, the Board determined that Mr. Reinhard was an independent directorIndependent Director in 2012.2015.
The Board shall consist of not less than five nor more than twelve members in accordance with the By-laws.
Board Meetings and Annual Meeting Attendance by Board Members
The frequency and length of Board meetings, as well as agenda items, is determined by the Chairman and Committee Chairs with input from all other Directors. Meeting schedules are approved by the full Board.
The Board holds monthly meetings and meets on other occasions when required. We expect our Directors to attend each meeting of the Board and of the committees on which he or she serves. We expect our Directors to attend our Annual Meeting of Shareholders. During 2015, the Board held twelve meetings and the Board Committees held seventeen meetings. In 2015, no member of the Board attended fewer than 96% 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 Annual Meeting held in May 2015 attended that meeting.
Middlesex Water Company 10 2016 Proxy Statement
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 directorsindependent Directors or be an employee. Currently, the 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 roles is the appropriate corporate governance structure at this time becausebecause: a) it most effectively utilizes Mr. Doll’s extensive utility and management experience and knowledge regarding the Company, as well asand b) it leverages 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 fully 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.
In order to ensure that the independent directorsDirectors 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, directorDirector since 1990, serves on the Compensation, Corporate Governance and& Nominating and the Ad Hoc Pricing Committee.Committees.
TheSummary of Lead Director has the following responsibilities:Responsibilities:
| · | Advises the Chairman as to an appropriate schedule of Board meetings; |
| · |
| · | Presides at all meetings at which the Chairman is not present, including executive sessions of the independent |
| · | Is available for consultation and direct communication with the Company’s shareholders and other members of the Board; |
| · | Calls meetings of the independent |
| · | 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 boardBoard leadership structure to ensure it remains appropriate. The Board recognizes there may be circumstances that would lead it to conclude that separate 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 flexibility to determine the most appropriate governance structure, as conditions potentially change in the future.
Stock OwnershipBoard Role In Risk Oversight
AsThe Board as a whole is responsible for overseeing our risk exposure as part of their annual compensation, each director receives an award of Middlesex Water common stock valued at $15,000. The Board has determineddetermining business strategy that directors should have a meaningful ownership stake in the Company to underscore the importance of aligning their interests with thegenerates 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.
The Company’s Board of Directors maintains a number of standing committees to assist with the performance of its responsibilities.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 deliberations and recommendations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.
Board Committee Responsibilities
Audit Committee
The Audit Committee held four meetings and three teleconferences during 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. 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 10-K; and is directly responsible for the annual appointment of an independent registered public accounting firm.
In March 2013, the Board of Directors re-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.
Compensation Committee
The Compensation Committee held two meetings during 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 February 2013, the Board of Directors re-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 2012 Compensation Committee were Steven M. Klein, Amy B. Mansue, John R. Middleton, M.D. and Jeffries Shein. During 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 three meetings during 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, riskvalue. 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 focuses 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 other sources.
In 2012, Risk Management Oversightoversight was formally added to the Corporate Governance and Nominating Committee’s responsibilities. responsibilities in 2012 and remains under the supervision of the Corporate Governance and Nominating Committee.
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 responsibility 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.comwww.MiddlesexWater.com under Corporate Governance.The primary purpose of the Committee 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 Company; the health and safety 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,risk; (iii) facilitating management’s strategic focus on the Company’s risk management vision and its evolution,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 tocommensurate with the risk profile of the Company,Company; and (v) reviewing those risks that the Committee and management deemdeems material to the Company’s shareholders. Management retains responsibility for all day-to-day activities of the Company, including administration of the Company’s formal risk managementEnterprise Risk Management program. The Committee will updateupdates the Board on risk management activities routinely throughout the year.
The independent Directors periodically meet without management in executive session. The Lead Director is designated to preside at these executive sessions.
Any shareholder wishing to communicate with a Director may do so by contacting the Company’s Corporate Secretary at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830, 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.
In order to be eligible for inclusion in our proxy materials for our 2016 Annual Meeting, any shareholder proposal must have been received by the Secretary of the Company, 1500 Ronson Road, Iselin, New Jersey 08830 no later than December 9, 2015. No shareholder proposals were received by the Company for the 2016 Annual Meeting.
Advance Notice of Business to be Conducted at an Annual Meeting
Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with regulations of the SEC. 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 Corporate Secretary of the Company at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
A shareholder’s notice to the Corporate Secretary must set forth as to each matter the shareholder proposes to bring before the Annual Meeting:
| (a) | a brief description of the matter 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 in the Company’s records, 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. |
Middlesex Water Company 11 2016 Proxy Statement
The Board maintains a number of standing committees to assist with the performance of its responsibilities. 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 deliberations. The Committees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance and which require full Board approval. The table shown provides information on current committee membership.
Board and Committee Self-Evaluation
The Board periodically evaluates its performance through a self-assessment questionnaire which is reviewed by the Corporate Governance & Nominating Committee. The Board conducts such evaluations as determined by the Corporate Governance & Nominating Committee.
| Board Committee Membership | |||||
| Name | Audit | Compensation | Corporate Governance & Nominating | Pension | Ad Hoc Pricing |
| James F. Cosgrove, Jr. | Member | Chair | Member | ||
| John C. Cutting, Ph.D. (1) | Member | Chair | Member | ||
| Kim C. Hanemann (2) | Member | ||||
| Steven M. Klein (3) | Chair | Member | Member | ||
| Amy B. Mansue | Member | Chair | Member | ||
| John R. Middleton, M.D. | Member | Member | Member | ||
| Walter G. Reinhard | Chair | Member | |||
| Jeffries Shein | Member | Member | Member | ||
(1) Dr. Cutting served as chair of the Pension Committee and as a member of the Audit and Ad Hoc Pricing Committee prior to his retirement from the Board on May 19, 2015. Following his retirement, James Cosgrove, Jr. was appointed chair of the Pension Committee.
(2) Kim C. Hanemann was named to the Board on January 26, 2016.
(3) Director is an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations.
| Audit Committee | Steven M. Klein,Audit Committee Chair |
Audit Committee Members:
Kim C. Hanemann
Amy B. Mansue
John R. Middleton, M.D.
Independent Members:4
Meetings Held in 2015:4
Audit Committee Responsibilities
The Audit Committee is responsible for oversight of the audit of the Company’s financial statements and internal controls over financial reporting. It is also assigned the responsibilities of (i) oversight of the Company’s internal audit functions; (ii) review of related party transactions with the Company; (iii) determining whether to grant waivers with respect to the Company’s Code of Conduct; and (iv) investigation of “whistleblower” complaints. In all its actions, the Committee shall comply with the requirements, rules and regulations of the Sarbanes-Oxley Act of 2002, Nasdaq Marketplace listing standards and all other applicable federal and state laws, rules and regulations.
In the course of performing its functions, the Audit Committee, as provided by the Audit Committee Charter:
| · | Reviews with the independent registered public accounting firm the scope and results of the annual audit and quarterly reviews; |
| · | 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; |
| · | Recommends to the Board the inclusion of the audited financial statements in the Company’s Annual Report to the SEC on Form 10-K; |
| · | Is directly responsible for the annual appointment of an independent registered public accounting firm. |
The Board has determined that under current Nasdaq listing standards, all members of the Audit Committee are independent Directors. The Audit Committee reports to the Board on its activities.
Ms. Kim C. Hanemann, named to the Board in January 2016, was also appointed to serve on the Audit Committee. In March 2016, the Board re-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. Please refer to this Charter for a full listing of Audit Committee responsibilities.
Middlesex Water Company 12 2016 Proxy Statement
| Compensation Committee | Amy B. Mansue,Compensation Committee Chair |
Compensation Committee
Members:
Steve M. Klein
John R. Middleton, M.D.
Jeffries Shein
Independent Members:4
Meetings Held in 2015:2
Compensation Committee Responsibilities
The Compensation Committee administers the compensation and benefits program for executive officers of the Company including the incentive compensation program for all participating employees. In addition, the Committee administers the Compensation program relative to the Board in consultation with the Corporate Governance and Nominating Committee. In all its actions, the Committee shall comply with the requirements, rules and regulations of Nasdaq Marketplace listing standards and all other applicable federal and state laws, rules and regulations.
The Compensation Committee:
| · | Reviews and makes recommendations to the Board as to the base salaries, benefits and incentive compensation of the Executive Officers; |
| · | Meets with the Chief Executive Officer to evaluate the performance of the other executive officers. Executive Officer incentive compensation is awarded under the Restricted Stock Plan. (Please refer to page 19 for a description of how awards are granted under the Restricted Stock Plan.); |
| · | Evaluates the Compensation Discussion and Analysis and Report of the Compensation Committee for inclusion in the Proxy Statement. |
The Board has determined that under current Nasdaq listing standards, all members of the Compensation Committee are independent Directors. The Compensation Committee reports to the Board on its activities. In February 2016, the Board re-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. Please refer to this Charter for a full listing of Compensation Committee responsibilities.
Compensation Committee Interlocks and Insider Participation
The members of the 2015 Compensation Committee were Steven M. Klein, Amy B. Mansue, John R. Middleton, M.D. and Jeffries Shein. During 2015, 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.
Middlesex Water Company 13 2016 Proxy Statement
| Corporate Governance and Nominating Committee | Walter G. Reinhard,Corporate Governance and Nominating Committee Chair |
Corporate Governance and
Nominating Committee
Members:
James F. Cosgrove Jr.
Amy B. Mansue
John R. Middleton, M.D.,
Jeffries Shein
Independent Members:5
Meetings Held in 2015:
Corporate Governance:4
Nominating:2
Corporate Governance and Nominating Committee Responsibilities
The Corporate Governance and Nominating Committee shall provide assistance to the Board in fulfilling the responsibility for matters relating to the organization of the Board; shall identify, evaluate and propose new nominees to the Board; and make recommendation to the Board on all such matters and for other issues, including risk management status report as necessary or atoversight relating to the discretionCompany’s corporate governance. In so doing, the Corporate Governance and Nominating Committee shall maintain free and open means of communication between the Directors and executive officers of the Committee.Company. In carrying out its responsibilities, the Corporate Governance and Nominating Committee strives to ensure to all Directors and shareholders that the corporate governance practices of the Company are in accordance with applicable regulations and reflect the highest ethical standards.
Among its various responsibilities, the Corporate Governance and Nominating Committee:
| · | Reviews and makes recommendations relating to the performance of the Board, committee structures, enterprise risk management and the composition of the Board; |
| · | Reviews and makes recommendations on matters related to Directors’ compensation; |
| · | Reviews and makes recommendations related to any management proposals to make significant organizational changes to the Company; |
| · | Seeks and identifies qualified candidates for Board membership and recommends to the Board candidates for nomination and election to the Board. In this capacity, the Committee focuses on the composition of the Board with respect to depth of experience, balance of professional interests, required expertise and other factors of diversity. Establishes and manages the process by which recommendations for Board membership are received and evaluated from shareholders and other sources; |
| · | Reviews and makes recommendations to the Board with respect to succession planning. |
In February 2016, the Board approved a merger of the Corporate Governance and Nominating Committees. The Board has determined that under current Nasdaq listing standards, all members of the Corporate Governance and Nominating Committee are independent Directors. A revised charter for the Corporate Governance and Nominating Committee was approved by the Board in February 2016, and is available in the Investor Relations section of our website www.MiddlesexWater.com under Corporate Governance. Please refer to this Charter for a full listing of Corporate Governance and Nominating Committee responsibilities.
Process for Identifying and Evaluating Director Candidates
The Corporate Governance and Nominating Committee periodically identifies directorDirector nominees based primarily on recommendations that may be received from management, Board members, shareholders and other sources.
The Committee recommends to the boardBoard 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. are:
| · | independent of management; |
| · | 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 ethnicityethnic differences, as well as other differentiating characteristics) in making its recommendations for nominees to the full Board. Although theThe Committee has the authority to retain assistance from independent third parties 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.Board.
Pension CommitteeMiddlesex Water Company 14 2016 Proxy Statement
The Pension Committee held five meetings during 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
Ad Hoc Pricing Committee
The ad hoc Pricing Committee did not meet in 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.
ContentsBoard and Committee 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 as determined by the Corporate Governance and Nominating Committee.
In order to be eligible for inclusion in our proxy materials for our 2013 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, 2012. No shareholder proposals were received by the Company for the 2013 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 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 considerconsiders shareholders’ recommendations for nominees for election to the Board of Directors.Board. Shareholder nominees will beare evaluated under the same standards as nominees recommended by management or the non-management members of the board.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 shouldmay be sent to mailed 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 e-mail address: kquinn@middlesexwater.com. 08830-0452
The Company did not receive any recommendations for nominations from any shareholders in connection with the 20132016 Annual Meeting. In order to be considered for inclusion in the Company’s proxy statementProxy Statement and form of proxy relating to the 20142017 Annual Meeting, of Shareholders, nominations for Director must be received by the Company by the close of business on December 11, 2013.12, 2016.
| Pension Committee | James F. Cosgrove, Jr.,Pension Committee Chair |
Pension Committee Members:
Steven M. Klein
Walter G. Reinhard
Meetings Held in 2015:5
Pension Committee Responsibilities
The Pension Committee is responsible for matters relating to the investment and governance objectives of Business Conductthe Company’s retirement plans.
The Pension Committee:
| · | Reviews investment policies and determines recommended investment objectives for assets of the Company’s retiree benefit plans; |
| · | Reviews and makes recommendations to the Board with respect to changes in investment policies; |
| · | Reviews options offered in the Company’s 401 (k) Plan and the performance and fees associated with the Plan. |
The Board has determined that under current Nasdaq listing standards, all members of Directors has adopted a Code of Conduct that applies to all Directors, Officers and employees. This Code covers all areas of professional conduct, as well as strict adherence to all laws and regulations applicablethe Pension Committee are independent Directors. The Pension Committee reports to the conduct of our business.Board on its activities. In addition,January 2016, 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 chartersBoard re-approved a written Charter 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 informationCommittee which is available in printthe Investor Relations section of our website www.MiddlesexWater.com under Corporate Governance. Please refer to any shareholder who requests it. Requests should be addressedthis Charter for a full listing of Pension Committee responsibilities.
| Ad Hoc Pricing Committee | James F. Cosgrove, Jr.,Ad Hoc Pricing Committee Chair |
Ad Hoc Pricing Committee
Members:
Jeffries Shein
Independent Members:2
Meetings Held in 2015:0
Ad Hoc Pricing Committee
The ad hoc Pricing Committee meets, as needed, to Kenneth J. Quinn, Vice President, General Counsel, Secretaryreview financial matters including, but not limited to, the pricing and Treasurer,issuance of equity and long-term debt securities.
Middlesex Water Company 15 2016 Proxy Statement
DIRECTOR COMPENSATION AND EQUITY OWNERSHIP GUIDELINES
For 2015, Middlesex Water Company 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
For 2012, Middlesex Water Company paidcompensated each of the Board members who are not employed by the Company (“outside Directors”) with a Common Stock award valued at $15,000. In addition, Board members received an annual cash feeretainer of $15,000 payable in monthly installments. Additionally, directorsand are paid a common stock award of $15,000 per year, payable June 1, 2012.compensated for attendance at Committee meetings. Mr. Doll, Chairman of the BoardandBoard and an Executive Officer of the Company, receives no fee or common stock award for his service as a member of the Board.Board or the Boards of the Company’s subsidiaries. The table below sets forth the annual retainers for 2015.
| Position | Annual Retainer | |
| Outside Director | $15,000 | |
| Supplemental Retainer | ||
| Lead Director | $ 5,000 | |
| Chair of Audit Committee | $ 7,500 | |
| Chair of Compensation Committee | $ 5,000 | |
| All other Chairpersons | $ 2,500 |
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 attended via teleconference were to beis held, the meeting fees for outside Directors are $400 and $200 per meeting, respectively.
Each Committee Chairperson is paid an annual fee which is generally paid in October of each year as follows: the Audit Committee Chairperson--$7,500;Director Compensation Committee Chairperson -- $5,000; all other Committee Chairpersons -- $2,500. The Lead Director receives a fee of $5,000 for this service, payable annually at the time as Committee Chair fees are paid.
DIRECTOR COMPENSATION
| Change in | ||||||||||||||
| Pension | ||||||||||||||
| Value | ||||||||||||||
| Fees | and Non- | |||||||||||||
| Earned | Non-equity | qualified | ||||||||||||
| or | Incentive | Deferred | All | |||||||||||
| Paid in | Stock | Option | Plan | Compensation | Other | |||||||||
| Cash | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||
| Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||
| James F. Cosgrove, Jr. | 18,750 | 15,000 | n/a | n/a | n/a | — | 33,750 | |||||||
| John C. Cutting | 23,700 | 15,000 | n/a | n/a | n/a | — | 38,700 | |||||||
| Steven M. Klein | 30,200 | 15,000 | n/a | n/a | n/a | — | 45,200 | |||||||
| Amy B. Mansue | 20,650 | 15,000 | n/a | n/a | n/a | — | 35,650 | |||||||
| John R. Middleton, M.D. | 21,950 | 15,000 | n/a | n/a | n/a | — | 36,950 | |||||||
| Walter G. Reinhard | 22,750 | 15,000 | n/a | n/a | n/a | — | 37,750 | |||||||
| Jeffries Shein | 28,750 | 15,000 | n/a | n/a | n/a | — | 43,750 |
SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth,details Director compensation earned during 2015.
| Name | Fees earned or paid in cash ($) | Common Stock ($) | Total ($) |
| James F. Cosgrove, Jr. | 25,200 | 15,000 | 40,200 |
| John C. Cutting (1) | 7,250 | 15,000 | 22,250 |
| Kim C. Hanemann (2) | |||
| Steven M. Klein | 30,200 | 15,000 | 45,200 |
| Amy B. Mansue | 30,450 | 15,000 | 45,450 |
| John R. Middleton, M.D. | 24,000 | 15,000 | 39,000 |
| Walter G. Reinhard | 26,200 | 15,000 | 41,200 |
| Jeffries Shein | 26,000 | 15,000 | 41,000 |
(1)Dr. John C. Cutting, Ph. D. retired from the Board as of March 25, 2013, beneficialMay 26, 2015.
(2) Kim C. Hanemann was named to the Board on January 26, 2016.
As part of their annual compensation, each Director receives Company common stock valued at $15,000. The Board believes that all Directors should maintain a meaningful ownership of Middlesex Water Company Common Stock by the elected Directors, Executive Officers namedstake in the table appearing under Executive Compensation, and all electedCompany to underscore the importance of aligning their long-term interests with those of our shareholders. Directors and Executive Officers as a group. All Directors own stock in Middlesex Water Company. Jeffries Shein owned 1.97% of the shares outstanding as of March 25, 2013. All other individual elected Directors and Executive Officers owned less than 1% of the shares outstanding on March 25, 2013.
(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 withhold common stock valued at least three times the SEC on specified due dates. Based solely on a reviewamount of the copiesannual retainer by the fifth anniversary of these reports furnishedBoard membership. All Board members met this requirement for 2015.
Middlesex Water Company 16 2016 Proxy Statement
Our Approach to us, we believeExecutive Compensation
What We Do
| x | Executive Compensation Philosophy |
We maintain an Executive Compensation Philosophy that all filing requirements applicabledetails overall compensation goals and objectives as well as the approach to such officerseach element of compensation. The Philosophy is reviewed and directors (we are not aware of any five percent holder) were complied with during fiscal year 2012.approved by the Compensation Committee on an annual basis.
| x | Targeted Compensation |
The following table sets forth as of March 25, 2013, certain information with respectWe benchmark total compensation to the beneficial ownership50th percentile of our comparator group.
| x | Align Pay with Our Performance |
Budgeted Income Before Income Taxes is the financial metric on which incentive compensation is based for Named Executive Officers (NEOs). Such annual target amount is approved by the Board. Incentive compensation awards to NEOs, other than the CEO, are based 60% on achieving the financial metric and 40% on achievement of operational, service, growth and other non-financial metrics. The CEO’s incentive awards are based 80% on achieving the financial metric and 20% on operational, service, growth and other non-financial metrics.
| x | Focus on Long-Term Goals |
One element of our Compensation Philosophy is that our incentive compensation program should be simple, transparent and easily understood by shareholders, analysts, regulators and other interested parties. Our incentive compensation program is administered substantially in the form of a long-term benefit through restricted shares of Common Stock by each person or group we know to beneficially own more than five percent ofwith a five-year cliff-vesting schedule. A modest short-term benefit is provided through the outstanding shares of such stock.
(1) This information is baseddividends on a Schedule 13F filed with the SEC on December 31, 2012 by BlackRocis.
(2) This information is based on a Schedule 13F filed with the SEC on December 31, 2012 by The Vanguard Group, Inc.
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 Committee Financial Expert,” as defined by the Securities and Exchange Commission. The Committeeawarded restricted Common Stock for the year 2012, was comprised of: Steven M. Klein, John C. Cutting, Amy B. Mansue and, John R. Middleton, M.D. Mr. Klein serves as Audit Committee Chair and isfive-year period until the designated 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,shares 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:vested.
The Chief Executive Officer is required to beneficially hold shares of Common Stock equal in value to 3.0 times base salary. The Chief Financial Officer and Chief Operating Officer are required to beneficially hold 1.5 times base salary. All other NEOs are required to beneficially hold 1.0 times base salary. Directors are required to hold 3.0 times their annual retainer by the fifth anniversary of their Board service.
We regularly review our designated comparator group to ensure our compensation program is properly aligned with the peers whose relative size, operations, regulatory requirements and other relevant characteristics are reasonably comparable to ours.
What We Do Not Do
We do not engage in compensation programs that create undue risk or are difficult to assess how effectively incentive targets were achieved.
We prohibit the pledging of, or hypothecating, or otherwise placing a lien on, any Common Stock or other equity interest of the Company.
The independent accountants also provided to the Committee the written disclosures required by PCAOB Rule 3526, (Communications with Audit 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 accountants’ 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, 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.
RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OFTHE 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, 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 shareholders’ 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 VOTEFOR 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’s independent registered public accounting firm. Aggregate fees billed to the Company for the years ending December 31, 2012 and 2011 by ParenteBeard LLC are as follows:
| Year Ended December 31, | ||||||||
| 2012 | 2011 | |||||||
| Audit Fees {a} | $ | 353,246 | $ | 330,481 | ||||
| Audit-Related Fees | — | — | ||||||
| Total Audit and Audit-Related Fees | 353,246 | 331,732 | ||||||
| Tax Fees {b} | 21,000 | 20,785 | ||||||
| All Other Fees | — | — | ||||||
| Total Fees | $ | 374,246 | $ | 351,266 | ||||
{a} Audit fees were incurred for audits of the financial statements and internal control over financial reportingAll employees of the Company, an audit of the financial statements of a subsidiaryincluding NEOs, are “at will employees.” All NEOs of the Company and reviewsdo however, have Change of Control Agreements deemed to incent management to actively represent the financial statements includedinterest of shareholders 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 preparationcontemplation 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 Feesa change in excess of $5,000.control.
| x | No Retention of Restricted Stock Award Subject to Clawback |
Under our “clawback” policy, we do not allow any recipient of previously-awarded restricted Common Stock to retain the amount of such awards, which were based on achievement of financial metrics, that would have been invalidated by a restatement of financial statements.
| x | No Repricing or Cash Buyouts of |
We do not reprice or buy out unvested restricted Common Stock awards.
Middlesex Water Company 17 2016 Proxy Statement
COMPENSATION COMMITTEE REPORTCompensation Committee Report
The Compensation Committee has reviewed and discussed the section entitled “CompensationCompensation Discussion and Analysis” included in this Proxy Statement. BasedAnalysis with management, and based on this review and discussion, the Compensation Committeehas recommended to the Board of Directors that the “Compensation Discussion and Analysis”it be included in this Proxy Statement. The members of the Compensation Committee are: Amy B. Mansue, Chair; Steven M. Klein, John R. Middleton, M.D. and Jeffries Shein.
COMPENSATION DISCUSSION AND ANALYSIS
Persons Covered.This discussionThe following Compensation Discussion and analysis addressesAnalysis (“CD&A”) provides a detailed description of our executive compensation objectives, philosophy, practices and programs as well as how the Compensation Committee determines executive compensation under those programs. Our CD&A focuses on the compensation of our NEOs for 2012 of the following executive officers:calendar year 2015 who were: 1) Dennis W. Doll, President and Chief Executive Officer;Officer, (2) A. Bruce O’Connor, Vice President, Treasurer and Chief Financial Officer;Officer, (3) Richard M. Risoldi, Vice President – Operations and Chief Operating Officer; Kenneth J. Quinn, ViceOfficer, (4) Gerard L. Esposito, President – General CounselTidewater Utilities, Inc. and Corporate Secretary and Treasurer; and(5) Bernadette M. Sohler, Vice President –President– Corporate Affairs. These executives are referred to in this discussion as the “Named
Summary
Executive Summary.A primaryThe 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 continually strive to createmaintain a compensation program that provides adequate balance between shorter and longer-term operational and financial performance.
Our 20122015 compensation program included further migration toward competitively benchmarked: 1) basewas designed to be benchmarked as to:
The Company remains committed to a disciplined and balanced approach to meeting the shortshort- and long-term needs of its customers, shareholders and employees. This compensation philosophy is consistent with the Company’s overall approach to risk management.management philosophy. The Company’s formal risk managementEnterprise Risk Management program seeks to mitigate, transfer or eliminate risk while simultaneously, maximizing opportunity for shareholders.shareholders and maintaining appropriate quality service for the Company’s customers. 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.
Compensation Program Oversight
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.NEOs. 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. Committee:
| þ | administers the Company’s equity-based incentive compensation plan |
| þ | conducts an annual formal performance review of the Chief Executive Officer and, |
| þ | in consultation with the Chief Executive Officer, reviews the performance of the other NEOs and other Officers of the Company. |
The Board of Directors has ultimate authority to determine the compensation of all Named Executive Officers.NEOs, in addition to those Officers who are not NEOs, for purposes of Proxy reporting.
The Compensation Committee is governed by a formal charter that describes the Committee’s scope of authority and responsibility. The Compensation Committee consists of four Directors, who are all of whom are “independent” as set forth in the listing requirements for NASDAQNasdaq 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 no less restrictive than those contained in the NASDAQNasdaq Global Select listing requirements. This evaluation, and the determination that each member of the Committee is independent, was made most recently in February 2013.
2016.
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 inputdata regarding market-based compensation philosophy, processes and processes.practices. This communication assists in the design and alignmentimplementation of incentivethe Company’s compensation programs. In addition to providing factual information, such as company-wideCompany-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. Additional resources used by the Compensation Committee in their deliberations are provided by outside sources, as well as by individual Committee, or other Board members. The Chief Executive Officer
also provides information about individual performance assessments for the other Named Executive Officers,NEOs, and expresses to the Compensation Committee views on the appropriate levels of compensation for all Officers of the Company including the other Named Executive Officers.NEOs, based on individual performance. The Compensation Committee periodically communicates directly with third-party consultants, providing such consultants with Company-specific 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 elements of compensation. Such a study was last completed in 2014 by Steven Hall & Partners. Executives participate in Committee activities purelysolely in an informational and advisory capacity, and have no vote in the Committee’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 OfficersNEOs 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 in the compensation process for Named Executive Officers.NEOs. The consultants are retained by, and report directly to, the Compensation Committee. The ChairmanChair of the Compensation Committee serves as the designated 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.
Middlesex Water Company 18 2016 Proxy Statement
In determining compensation for the Named Executive OfficersNEOs in 2012,2015, the Committee reliedcontinued to rely on data from a comprehensive study presented in January 2011,April 2014, performed by Steven Hall & Partners.Partners, as one element in their deliberations. Such information was supplemented by the Committee’s independent observations of current market conditions relative to the data in the 2014 study.
Compensation Program Objectives and Philosophy.PhilosophyThe 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.
| Objectives |
• Attract, retain and appropriately motivate employees • Compensate executives for long-term improvement in overall shareholder value • Provide differentiated executive pay based on experience, assigned responsibilities and performance • Support the attainment of short and long-term financial and strategic objectives |
The methods used to achieve these goalsthe compensation program objectives for Named Executive OfficersNEOs are influenced by the compensation and employment practices of our peers and competitors within the relevanta comparator group, and elsewhereas adopted in consultation with the marketplace.Company’s independent executive compensation consultant. Other considerations include each Named Executive Officer’sNEO’s individual performance in achieving both financial and non-financial corporate objectives.
Our program is designed to compensate the Named Executive OfficersNEOs based on their level of assigned management 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 OfficersNEOs of our business strategy.
Factors that influence the design of our executive compensation program include, among other things, the items listed below:
as follows:
Our 2012 compensation program for Named Executive Officers includedNEOs includes three key components. The first component iscomponents: (1) base salary. The second issalary, (2) an equity-based long-term incentive plan in the form of restricted common stock and the third is certain benefits and(3) perquisites at levels that are competitive in the marketplace and appropriate for the roles of the Named Executive Officers.NEOs. The incentive-based component of our compensation program is designed to be clear, transparent and understandable to investors and recipients. This is intended to simplify analysis by our shareholders, as well as to emphasize the critical importance of a long-term focus in the water and wastewater utility industry on financial and operational performance.
Assembling the Components of Compensation.Our Compensation Program
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 Compensation Committee has generally established the 50th percentile of peer comparators and survey data as the target for base salary, incentive compensation and total compensation. The Compensation Committee generally seeks to undertake a comprehensive review of the executive compensation program approximately every three years. The Chief Executive Officer provides recommendations to the Committee relating to base compensation changes relative to the Named Executive Officers,NEOs, other than himself. Based on this analysis, the Compensation Committee reviews, challenges and recommends each Named Executive Officer’sNEO’s compensation, subject to approval by the full Board of Directors.Board.
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 to promote service quality and shareholder value 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. The full Board approved the phase-in plan and in April 2011, 60% of the proposed change was made and the remaining 40% was made in October 2012.risk taking.
Base Salary.Base salary is designed to provide a reasonable level of predictable compensation commensurate with market standards of the position held, adjusted for specific job responsibilities assigned, individual experience and demonstrated performance. Named Executive OfficersNEOs 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,NEOs, 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 adjustmentsAdjustments are made upward or downward for each Named Executive Officer’sNEO’s specific experience, responsibilities and performance, estimated value in the marketplace and the Committee’s viewjudgment of each Named Executive Officers’NEO’s contribution to the 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.NEOs other than dividends on restricted stock awards that are not yet vested. The Company does havehas 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 financial and operational goals. The value of the restricted shares is determined as of the date vesting occurs, generally five years beyondfrom 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, andhowever, such practices are prohibited as a matter of policy and have never been employed.
The Restricted Stock Plan is designed to compensate the Named Executive OfficersNEOs for executing specific financial and non-financial elements of the 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 goal for 20122014, for which incentive compensation was awarded in 2015, was budgeted Income Before Income Taxes. The corporate financial goal comprised 60% of the target award for Named Executive OfficersNEOs 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 OfficersNEOs is based upon the level of achievement of the individual non-financial performance goals. The non-financial individual performance goals are intended to further incent the Named Executive OfficersNEOs to implement operational, technical, management and other initiatives that benefit the company’sCompany’s customers shareholders and employees,shareholders, and which require effort and achievement above and beyond what would normally be required as part of the Named Executive Officer’sNEO’s base job responsibilities.
Middlesex Water Company 19 2016 Proxy Statement
The Compensation Committee evaluates the reasonableness and likelihood of attaining designated incentive goals in anrelative to the importance of such goals to the overall mission and strategies of the Company and the required effort to ensureachieve such goals. The Committee recognizes that such targets appropriately reward performance, but do not encourage inappropriatesome level of calculated risk is required to achieve business objectives that ultimately benefit shareholders and customers; however, the Committee discourages taking or compromisesrisk that, in the qualityjudgment of servicethe Board, is inappropriate relative to the Company’s customers. Actualexpectations of our shareholders and regulators. Delivered performance during the applicable measurement period may exceed or fall short of the targets, resulting in the Named Executive OfficerNEO 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 are subject to the Company’s “clawback” policy, as may be amended from time to time.policy. 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 subsequent to an award, andwhereby such restatement effectively negates the previous achievement of financial targets that precipitated such prior award. Awards made to any and all NEOs are subject to the provisions of the clawback policy.
Our policy prohibits any Director or NEO from buying or selling Company Common Stock without obtaining prior approval from our Corporate Secretary and General Counsel. This policy is designed to help assure that the Directors and NEOs will not trade in our securities at a time when they are in possession of inside information. In addition, our policy prohibits our Directors and NEOs from hedging the economic risk of stock ownership.
In evaluating actual performance as comparedrelative 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’sNEO’s performance or achievements.
In 2012,2015, the Compensation Committee evaluated achievement of the corporate financial goal for 2011.2014. The Compensation Committee evaluated actual 20112014 Income Before Income Taxes and determined that there were no non-recurring items in 20112014 that should be considered in the determination of the level of achievement of the 20112014 corporate financial goal. Based on the Company’s reported 20112014 Income Before Income Taxes, the Compensation Committee determined that threshold financial performance was met in 20112014 and awards were made to the Named Executive OfficersNEOs related to the 20112014 corporate financial goal. Detailed explanation of the factors contributing to 20112014 financial performance are articulated in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2011the Company’s 2014 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 our Named Executive OfficersNEOs are provided with certain health and welfare 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 OfficersNEOs were eligible to participate in 2012:2015:
Defined benefit pension plan (see page 24 for description of limitations to participation in this Plan), Defined contribution 401(k) retirement plan, Health insurance coverage (all employees share in the cost of such coverage), Disability insurance coverage. Group term life insurance coverage (premiums associated with coverage above $50,000 are reported as taxable income to all eligible employees per Internal Revenue Service regulations) |
Executive Benefits and Perquisites.In addition to the benefits described above, the Named Executive OfficersThe NEOs received the following fringe benefits and perquisites in 2012:2015:
The Compensation Committee formally reviews all components of executive compensation 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 Committeebasis, as well as on an aggregateinterim 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 Officers’ 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.
deemed necessary.
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, 2012, the CEO achieved a beneficial stock ownership level of 1.6 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 Financial Officer and Chief Operating 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).Plan.TheCertain of the Company’s Named Executive OfficersNEOs are eligible to participate in a non-qualified Supplemental Executive Retirement Plan (SERP) at the discretion of the Board of Directors.Board. 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 two of the five Named Executive Officerssix eligible executives may be entitled is 50% of compensation.
Offsetting amounts related to Social Security and other benefit plans are calculated similarly for all Named Executive Officers.NEOs. 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, to their spousal beneficiary at death, and in connection with a Change in Control, upon termination under the circumstances described in the SERP.
Benefits are generally payable upon achieving normal retirement,Normal Retirement, as defined in the SERP, for fifteen (15) years, either to the participant or the participant’s spousal beneficiary. A reduced benefit may be received upon Early Retirement, as defined in the SERP, after age 62 and before age 65. 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.
Middlesex Water Company 20 2016 Proxy Statement
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, benefit 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,NEOs, 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 OfficersNEOs in recognition of contributions to a particular project or 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.
| �� | (2) | |||||||||||||||||||||||||||
| Change in | ||||||||||||||||||||||||||||
| Pension Value and | ||||||||||||||||||||||||||||
| Non-Qualified | (3) | |||||||||||||||||||||||||||
| (1) | Non-equity | Deferred | All other | |||||||||||||||||||||||||
| Name and | Salary | Bonus | Stock | Option | Incentive Plan | Compensation | Compensation | Total | ||||||||||||||||||||
| Principal Position | Year | ($) | ($) | Awards | Awards | Compensation | Earnings | ($) | ($) | |||||||||||||||||||
| Dennis W. Doll | 2012 | 429,223 | n/a | 79,877 | n/a | n/a | 370,904 | 25,913 | 905,917 | |||||||||||||||||||
| Chairman, President and | 2011 | 411,965 | n/a | 64,723 | n/a | n/a | 576,287 | 26,830 | 1,072,169 | |||||||||||||||||||
| Chief Executive Officer | 2010 | 377,565 | n/a | — | n/a | n/a | 216,959 | 28,643 | 623,167 | |||||||||||||||||||
| A. Bruce O’Connor | 2012 | 243,408 | n/a | 50,562 | n/a | n/a | 220,941 | 20,840 | 535,750 | |||||||||||||||||||
| Vice President and | 2011 | 234,566 | n/a | 36,044 | n/a | n/a | 345,574 | 18,692 | 634,877 | |||||||||||||||||||
| Chief Financial Officer | 2010 | 216,734 | n/a | 7,972 | n/a | n/a | 194,293 | 18,007 | 437,006 | |||||||||||||||||||
| Richard M. Risoldi | 2012 | 241,039 | n/a | 50,871 | n/a | n/a | 224,224 | 21,411 | 537,545 | |||||||||||||||||||
| Vice President -Operations | 2011 | 231,099 | n/a | 31,717 | n/a | n/a | 349,843 | 20,069 | 632,728 | |||||||||||||||||||
| and Chief Operating Officer | 2010 | 203,279 | n/a | 3,969 | n/a | n/a | 135,110 | 17,367 | 359,725 | |||||||||||||||||||
| Kenneth J. Quinn | 2012 | 194,616 | n/a | n/a | n/a | n/a | 189,284 | 21,210 | 405,110 | |||||||||||||||||||
| VP, General Counsel, | 2011 | 184,129 | n/a | 22,485 | n/a | n/a | 230,686 | 19,186 | 456,486 | |||||||||||||||||||
| Secretary and Treasurer | 2010 | 165,238 | n/a | 7,296 | n/a | n/a | 172,219 | 18,793 | 363,546 | |||||||||||||||||||
| Bernadette M. Sohler | 2012 | 163,462 | n/a | 12,403 | n/a | n/a | 79,282 | 14,691 | 269,838 | |||||||||||||||||||
| Vice President - | 2011 | 154,622 | n/a | 21,280 | n/a | n/a | 105,767 | 12,811 | 294,481 | |||||||||||||||||||
| Corporate Affairs | 2010 | 140,740 | n/a | 8,141 | n/a | n/a | 40,879 | 12,996 | 202,756 | |||||||||||||||||||
(1) The amountsCompany established formal stock ownership and holding requirements for NEOs in this column reflect2012 whereby, a formal beneficial Common Stock ownership and holding requirement of 3.0 times base salary has been established for the valueCEO, intended to be achieved within five years. As of Restricted Stock PlanDecember 31, 2015, the CEO retains a beneficial stock ownership level in excess of 3.0 times base salary through a combination of personal purchases of stock on the open market and awards of restricted stock under the Company’s incentive compensation program. A beneficial stock ownership and holding requirement of 1.5 times base salary has been established for the Chief Financial Officer and Chief Operating Officer. A beneficial stock ownership and holding requirement of 1.0 times base salary has been established for all other NEOs. A portion of the shares that are under the beneficial ownership of each NEO is in the applicable year. Theseform of unvested restricted stock, to which the executive does not acquire unrestricted title until such restricted stock 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.fully vest.
(2) The change in this amount from 2011 to 2012 is driven primarily by a further reduction in the discount rate applied to calculate the present value of future pension payments. Employment Agreements.The Company does not have employment agreements with 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,NEOs other than in conjunction with a Change in Control, as supplemental information to the Summary Compensation Table.detailed elsewhere in this Proxy Statement. All NEOs are “at will” employees.
Compensation Committee Amy B. Mansue, Chair |
Middlesex Water Company 21 2016 Proxy Statement
SUMMARY - ALL OTHER COMPENSATION
| (1) | The base salary decrease in 2015 reflects 26 pay periods in 2015, as opposed to 27 in 2014. |
| (2) | Reflects 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. |
| (3) | Represents the aggregate change in the actuarial present value of the accumulated benefit under our defined benefit pension plan. The amounts are largely due to changes in the levels of qualifying compensation and an additional year of credited service. The increases for 2014 were driven by reductions in the discount rate from 4.87% in 2013 to 3.91% in 2014 applied to calculate the benefit and from the adoption of the latest mortality tables (RP-2014) issued by the Society of Actuaries. A zero is shown in those cases where the present value of accumulated benefits declined for 2013 due to the impact of the increase in the discount rate used to value the benefit from 3.99% in 2012 to 4.87% in 2013. The present value of accumulated benefits declined by $32,952, $146,124, $85,123 and $141,498 for Mr. Doll, Mr. O’Connor, Mr. Risoldi and Mr. Esposito, respectively. Neither the increase nor the decrease in pension value resulting from changes in the discount rate results in any increase or decrease in benefits payable to participants under the plans, other than additional credited service years for the passage of time. The Company does not have any nonqualified deferred compensation plans or related earnings. |
| (4) | The detail of “All Other Compensation” recognized for the benefit of the NEOs is set forth on Schedule A, as supplemental information to the Summary Compensation Table. |
(4)(5) The benefits available to the Named Executive OfficersNEOs under these programs are also available to all other employees of the Company.
Middlesex Water Company 22 2016 Proxy Statement
OUTSTANDING EQUITY AWARDS*The Company does not employ the use of stock options.
OPTIONS EXERCISED AND STOCK VESTEDMiddlesex Water Company 23 2016 Proxy Statement
| Option Awards | Stock Awards | |||||||||||
| Number of | Value | Number of | Value | |||||||||
| Shares Acquired | Realized | Shares Acquired | Realized | |||||||||
| on Exercise | on Exercise | on Vesting | on Vesting | |||||||||
| Name | (#) | ($) | (#) | ($) | ||||||||
| Dennis W. Doll | n/a | n/a | 2,211 | 42,783 | ||||||||
| A. Bruce O’Connor | n/a | n/a | 1,466 | 28,367 | ||||||||
| Richard M. Risoldi | n/a | n/a | 1,270 | 24,575 | ||||||||
| Kenneth J. Quinn | n/a | n/a | 993 | 19,215 | ||||||||
| Bernadette M. Sohler | n/a | n/a | 410 | 7,934 | ||||||||
| Number of Years | Present Value of | Payments During | ||||||||
| Credited Service | Accumulated Benefit | Last Fiscal Year | ||||||||
| Name | Plan | (#) | ($) | ($) | ||||||
| Dennis W. Doll | MWC Qualified Plan | 8 | 268,408 | — | ||||||
| MWC SERP | 8 | 1,596,697 | — | |||||||
| A. Bruce O’Connor | MWC Qualified Plan | 23 | 789,644 | — | ||||||
| MWC SERP | 23 | 326,138 | — | |||||||
| Richard M. Risoldi | MWC Qualified Plan | 23 | 739,028 | — | ||||||
| MWC SERP | 23 | 341,648 | — | |||||||
| Kenneth J. Quinn | MWC Qualified Plan | 11 | 439,522 | — | ||||||
| MWC SERP | 11 | 472,675 | — | |||||||
| Bernadette M. Sohler | MWC Qualified Plan | 18 | 334,264 | — | ||||||
| MWC SERP | 18 | — | — | |||||||
All employees, hired before April 1, 2007, including the Named Executive Officers,NEOs, who receive pay for a minimum of 1,000 hours during the calendar year, are includedparticipants in the Company'sCompany’s Qualified Defined Benefit Pension Plan (Qualified Plan).Plan. Under the noncontributory Qualified Plan, current service costs are funded annually as required under Internal Revenue Service guidelines.guidelines by the Qualified Plan. The Company'sCompany’s annual contribution is determined on an actuarial basis. Benefits are measured from the member’s entry date and accrue to normal retirement date or date of early retirement. Benefits are calculated, at normal retirement, at 1.25% of pay up to the employee'semployee’s Social Security benefit integration level, plus 1.9% of such excess pay, multiplied by anticipated total years of service to normal retirement date, capped at 35 years of such excess pay, multiplied by years of service achieved and not to exceed number of years of service achieved at normal retirement date of age 65. Average pay is the highest annual average of total pay during any 5 consecutive years within the 10 calendar-year period prior to normal retirement date. The benefit amounts are not subject to any deduction for Social Security benefits or other offset amounts. The benefits under the Supplemental Executive Retirement PlanSERP are described on page 22of20of this Proxy Statement.
Kenneth J. Quinn isAll NEOs are eligible to receive normalearly retirement benefits under the Qualified Plan and the SERP only in the event of histheir retirement. Richard M.If Messrs. Doll, O’Connor, Risoldi and A. Bruce O’Connor are eligibleor Ms. Sohler elected to receive early retirement benefits under the Qualified Plan, only in the event of their retirement. If Mr. Risoldi or Mr. O’Connor elected to receive early retirement benefits, such benefits would be at a reduced level as defined under the Qualified Plan for any eligible employee who elects early retirement. No other Named Executive Officer has reached the minimumretirement prior to age and service requirements62. If Messrs. Doll, O’Connor, Risoldi, Esposito or Ms. Sohler elected to receive early retirement benefits under the Qualified Plan. No other Named Executive Officer has reached the minimumSERP (defined as retirement prior to age and service requirements to receive retirement65 but after age 62), such benefits would be at a reduced level as defined under the SERP. No lump sum payment of accumulated retirement benefits is provided under the Qualified Plan or the SERP.
*Employees hired after March 31, 2007 are not eligible to participate in the Qualified Plan, but do participate in a defined contribution plan that provides an annual contribution, at the discretion of the Company, based upon a percentage of the participants’ compensation.
POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
The Company has Change in Control Agreements with the Named Executive Officers.NEOs. These agreements generally provide that if the executive is terminated by the Company, other than for death, disability, retirement, causeCause (as defined in the agreement), or if the executive resigns for Good Reason (as defined in the agreement) within three (3) years after a Change In Control of the Company, also as defined in the agreement, the executive is entitled to receive, (a) a lump sum severance payment equal to three (3) times the executive’s average annual total compensation, as defined underin the Change In Control Agreementagreement for the five (5) years prior to the termination; (b) continued coverage for three (3) years under any health or welfare plan in which the executive and the executive’s dependents were participating; and (c) an additional amount equal to the amount of federal Excise Tax, if any, that is due or determined to be due resulting from the severance payments or any other payments under the agreement. The Company has no non-Change-in-Controlnon-Change in Control severance arrangements. The Company does not gross-up for any other federal or state tax under any other agreement or plan. The benefits under any health or welfare benefit plan could end earlier than three (3) years from the date of termination and would end on the earlier of (i) the date the executive
becomes covered by a new employer’s health and welfare benefit plan, or (ii) the date the executive becomes eligible for Medicare. Also, coverage for the executive’s dependents could end earlier than any of these dates if required by the health or welfare benefit plan due to age eligibility.
In addition to the benefits to be paid to the executive as noted above, on or before the third anniversary of the Change in Control, the Company shall pay the executive any deferred compensation, including, but not limited to, deferred bonuses allocated or credited to the executive as of the date of termination. Also, any outstanding restricted stock grants awarded to the executive under the Company’s stock plans, which are not vested on termination, shall immediately vest.
A Change in Control may also lead to the payment of benefits to the Named Executive OfficersNEOs and other Executive Officers, who are participants underparticipate in the Company’s Supplemental Executive Retirement Plan.SERP. Under the SERP, if an executive leaves the Company’s employ, under the terms of a Change In Control agreement within five years of the Change Inin Control under any of the following circumstances: (a) the executive’s employment with the Company is terminated by the Company other than for cause; (b) the nature and scope of the executive’s duties or activities with the Company or its successor are reduced to a level significantly below that which the executive had enjoyed immediately prior to the Change in Control; or (c) the executive’s base salary is reduced; or (d) if the Change in Control is preceded by the Company terminating the executive’s employment with the Company without cause during the six monthsix-month period prior to the occurrence of the Change in Control, the executive shall be entitled to receive an annual retirement benefit equal to 75% of the executive’s Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as more particularly set forth in the SERP. Such annual retirement benefits shall commence within sixty days after the later of (a) the executive’s Normal Retirement Date, or (b) the executive’s retirement or termination of employment with the Company or its successor. Unless the executive elects and receives approval of an alternative form of payment under the SERP, the executive shall receive the annual retirement benefit each year for fifteen years payable in monthly installments.
Notwithstanding the foregoing, if an executive leaves the Company’s employ under the terms of a Change In Control agreement and within the time frame, and for the reasons discussed above, then, at the executive’s sole option, the executive may elect to receive a reduced benefit equal to 75% of the executive’s Compensation (and in some cases, 50% of Compensation) reduced by certain other benefits as prorated as set forth in the SERP. The following table indicates the potential value the Named Executive OfficersNEOs would receive in connection with termination by the Company within three years after a Change in Control of the Company. All scenarios use December 31, 2012,2015, the last business day of the Company’s last completed fiscal year, as the date for the triggering event set forth in the schedule. Additionally, the potential values to each of the Named Executive OfficersNEOs also include the present value of accumulated benefits under the SERP assuming that each Named Executive OfficerNEO made an election to receive such benefits within sixty days after the executive terminates employment with the Company or its successor.
| Name | Compensation Paid During Calendar Year 2015 (using definition of “Compensa- tion” under the Agreement) | Termination Before Third Anniversary (1) |
| Dennis W. Doll | $608,018 | $4,049,568 |
| A. Bruce O’Connor | $326,481 | $1,806,303 |
| Richard M. Risoldi | $323,333 | $1,778,729 |
| Gerard L. Esposito | $213,615 | $1,037,614 |
| Bernadette M. Sohler | $205,587 | $ 987,238 |
| (1) | Compensation and other benefits paid following termination on or before the third anniversary of the Change in Control. |
Middlesex Water Company 24 2016 Proxy Statement
| Compensation paid during calendar | ||||||||
| year 2012 (using definition of | Termination Before | |||||||
| Name | “Compensation” under the Agreement) | Third Anniversary (1) | ||||||
| Dennis W. Doll | $ | 425,316 | $ | 3,530,965 | ||||
| A. Bruce O’Connor | $ | 252,048 | $ | 1,514,573 | ||||
| Richard M. Risoldi | $ | 227,411 | $ | 1,419,425 | ||||
| Kenneth J. Quinn | $ | 194,897 | $ | 1,345,237 | ||||
| Bernadette M. Sohler | $ | 161,758 | $ | 768,340 | ||||
(1) Compensation and other benefits paid following termination on or before the third anniversary of the Change in Control.
NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS
The non-binding shareholderSection 14A of the Exchange Act, as amended by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the “Dodd-Frank Act,” enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers is conductednamed executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on the compensation of our NEOs on an annual basis. The Compensation of our Named Executive OfficersNEOs is described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 23-2617-24 of this Proxy Statement.
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,NEOs, including the Chief Executive Officer. As part of these duties, the Committee administers the Company’s equity-based incentive compensation plan and conducts an annual performance review of the Chief Executive Officer and, in consultation with the Chief Executive Officer, reviews the performance of the other Named Executive Officers.NEOs. The Board of Directors has ultimate authority to determine the compensation of all Named Executive Officers,NEOs, including the Chief Executive Officer.
The overall objectives of the Company’s compensation program are to retain, motivate, and reward employees and officers (including the Named Executive Officers)NEOs) for short- and long-term performance, and to provide competitive compensation to attract appropriate talent to the Company. The methods used to achieve these goals for Named Executive OfficersNEOs are influenced by the compensation and employment practices of our peers and competitors within the utilities industry, and elsewhere in the marketplace, for executive talent. Other considerations include each Named Executive Officer’sNEO’s individual performance in achieving both financial and non-financial corporate goals.
Based on its review of the total compensation of our Named Executive OfficersNEOs for fiscal year 2012,2015, the Compensation Committee believes that the total compensation for each of the named executive officersNEOs is reasonable and effectively achieves the objective of aligning compensation with performance measures directly related to our financial goals and creation of shareholder value without encouraging Named Executive OfficersNEOs to take unnecessary or excessive risks.
The Compensation Discussion and AnalysisCD&A section of this Proxy Statement and the accompanying tables and narrative provide a comprehensive review of Named Executive OfficerNEO compensation objectives, program and rationale. We urge you to read this disclosure before voting on this proposal, the approval of which is included as Proposal 32 in this Proxy Statement. This advisory vote is typically referred to as a “say-on-pay” vote.
For the reasons stated above, the Board is requesting your non-binding approval of the following resolution:
“Resolved, that the compensation of Named Executive Officers,NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative on pages 23-2617-24 of this Proxy Statement, is approved.”
Your vote on this proposal will be non-binding and the Board and will not be construed as overruling a decision by the board.Board. Your vote will not create or imply any change to fiduciary duties or create or imply any additional fiduciary duties for the Board. However, the Board values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future executive compensation decisions as it deems appropriate.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTEFOR PROPOSAL 2,
THE
NON-BINDING ADVISORY PROPOSAL APPROVING THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERSOFFICERS.
Middlesex Water Company 25 2016 Proxy Statement
The Audit Committee of the Board is comprised solely of independent Directors. The Committee for the year 2015 was Steven M. Klein, Chairman, Amy B. Mansue and John R. Middleton, M.D. Mr. Klein serves as Audit Committee Chair and is the designated Audit Committee Financial Expert, as defined by the Securities and Exchange Commission. John C. Cutting, Ph.D. served on the Audit Committee until his retirement from the Board in May 2015. Kim C. Hanemann, named to the Board in January 2016, has been appointed to serve on the Audit Committee for 2016 with fellow Directors Klein, Mansue and Middleton. The Audit Committee operates under a written Charter adopted by the Board which is reviewed and adopted annually by the Audit Committee and the Board. The Charter is available on the Company’s website at www.MiddlesexWater.com.
Management is responsible for the Company’s consolidated financial statements and internal controls. The Company’s independent accountants, Baker Tilly Virchow Krause, LLP (Baker Tilly), 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 reports thereon. The Audit Committee’s responsibility is to oversee the quality and integrity of the Company’s accounting, auditing and financial reporting practices.
In this context, the Audit Committee has met with the independent accountants without management present. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated audited financial statements with management and the independent accountants. The Audit Committee discussed with the independent accountants the matters required to be discussed under the rules adopted by the PCAOB, which included as applicable:
The independent accountants also provided to the Audit Committee the written disclosures required by the applicable rules of the PCAOB, and the Audit Committee discussed with the independent accountants the firm’s independence with respect to Middlesex Water Company and its management. The Audit Committee has the sole authority to pre-approve permitted non-audit services performed by the independent accountants and has considered whether the independent accountants’ provision of non-audit services to the Company is compatible with maintaining their independence.
Based on the Audit Committee’s discussions with management and the independent accountants, the Audit 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 Audit Committee, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for filing with the SEC.
The Audit 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 SEC and the Sarbanes-Oxley Act of 2002, for certain of the Company’s filings with the SEC.
Audit Committee Steven M. Klein, Chairman |
Middlesex Water Company 26 2016 Proxy Statement
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 Baker Tilly Virchow Krause, LLP (Baker Tilly) as our independent registered public accounting firm, to issue a report to the Board and shareholders on our financial statements for the fiscal year ending December 31, 2016.
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 Baker Tilly are expected to be present at the Annual 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 Baker Tilly, but may reconsider the selection if the shareholders’ 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 OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 3,
THE RATIFICATION OF THE APPOINTMENT OF BAKER TILLY VIRCHOW KRAUSE, LLP
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
Baker Tilly was previously approved and appointed by the Audit Committee as the Company’s independent registered public accounting firm for the years ended December 31, 2015 and 2014. Aggregate fees billed to the Company for the years ended December 31, 2015 and 2014 by Baker Tilly are as follows:
| 2015 | 2014 | |
| Audit Fees {a} | $385,754 | $382,571 |
| Audit-Related Fees | – | – |
| Total Audit and Audit-Related Fees | 385,754 | 382,571 |
| Tax Fees {b} | 25,618 | 23,500 |
| All Other Fees | – | – |
| Total Fees | $411,372 | $406,071 |
| {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, reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q and services provided in connection with the Company’s July 2015 Registration Statement on Form S-3. |
| {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 Baker Tilly. 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.
Middlesex Water Company 27 2016 Proxy Statement
SECURITY OWNERSHIP OF DIRECTORS, MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 28, 2016, the number of shares of Middlesex Water common stock beneficially owned 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 2.04% of the shares outstanding as of March 28, 2016. All other individual elected Directors and Executive Officers owned less than 3.46% of the shares outstanding on March 28, 2016.
| Name | Total Shares Beneficially Owned (1) |
| Directors | |
| James F. Cosgrove, Jr. Cosgrove, Jr. | 4,779 |
| Kim C. Hanemann | 100 |
| Steven M. Klein | 4,326 |
| Amy B. Mansue | 5,500 |
| John R. Middleton, M.D. | 13,516 |
| Walter G. Reinhard | 9,118 |
| Jeffries Shein | 331,421 |
| Named Executive Officers | |
| Dennis W. Doll | 73,533 |
| A. Bruce O’Connor | 47,799 |
| Richard M. Risoldi | 32,472 |
| Gerard L. Esposito | 20,835 |
| Bernadette M. Sohler | 9,504 |
| All elected Directors and Executive Officers as a group including those named above. (14 people) | 559,958* |
| (1) | Beneficial owner has the sole power to vote such shares. |
| * | Represents 3.45% of the shares outstanding on March 28, 2016. Percentage of each individual is based on 16,240,167 shares outstanding as of March 28, 2016. |
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 met during 2015.
The following table sets forth as of March 28, 2016, 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.
| Name and Address of Beneficial Owners | Number of Shares | Percent of Class |
| BlackRock Institutional Trust Company | ||
| 400 Howard Street | ||
| San Francisco, CA 94105 | 1,033,847 (1) | 6.37% |
| (1) | This information is based on a Schedule 13F Combined filed with the SEC on December 31, 2015 by BlackRock Fund Advisors. |
The Board of Directors does not intend to bring any other matters before the Annual Meeting and has no reason to believe any will be presented for consideration at the Annual Meeting. If, however, other matters properly do come before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote in their discretion on such matters.
Electronic Access ofto Proxy Materials and Annual Reports
Our Proxy Statement and Annual Report are available on the Investor Relations section of our website at www.middlesexwater.comwww.MiddlesexWater.com and the following website www.proxyvote.com. Paper copies of these documents may be requested by contacting our Corporate Secretary in writing at the Office of the Corporate Secretary, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and files an Annual Report on Form 10-K with the Securities and Exchange Commission. Additional copies of the 20122015 Annual Report on Form 10-K filed by the Company, including the financial statements and schedules, but without exhibits, can be mailed without charge to any shareholders. The exhibits are obtainable from the Company upon payment of the reasonable cost of copying such exhibits.
Householding of Annual Meeting Materials
The SEC rules permit us, with your permission, to deliver a single proxy statement and annual report to any household at which two or more shareholders of record reside at the same address. Each shareholder will continue to receive a separate proxy card. This procedure, known as “householding” reduces the volume of duplicate information you received and reduces our expenses. Once given, a shareholder’s consent will remain in effect until he or she revokes it by notifying our Corporate Secretary as described above. If you revoke your consent, we will begin sending you individual copies of future mailings of these documents within 30 days after we receive your revocation notice. Shareholders of record who elect to participate in householding may also request a separate copy of future proxy statements and annual reports by contacting our Corporate Secretary in writing at Office of the Corporate Secretary, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
Separate Copies for Beneficial Owners
Institutions that hold shares in street name for two or more beneficial owners with the same address are permitted to deliver a single Proxy Statement and Annual Report to that address. Any such beneficial owner can request a separate copy of this Proxy Statement or the Annual Report on Form 10-K by contacting our Corporate Secretary as described above. Beneficial owners with the same address who receive more than one Proxy Statement and Annual Report on Form 10-K may request delivery of a single Proxy Statement and Annual Report on Form 10-K by contacting our Corporate Secretary as described above.
Minutes of 20122015 Annual Meeting of Shareholders
The minutes of the 20122015 Annual Meeting of Shareholders will be submitted at the Annual Meeting for the correction of any errors or omissions but not for the approval of the matters referred to therein.
| |
Middlesex Water Company 28 2016 Proxy Statement
Iselin, New Jersey
April 9, 2013
(This page intentionally left blank.)
Iselin, New Jersey 08830-0452
732-634-1500
www.middlesexwater.com732-634-1500
DIRECTIONS TO MIDDLESEX WATER COMPANY
FROM GARDEN STATE PARKWAY (NORTH OR SOUTH):
Take Exit 131A131 to fourth traffic light. Turn right onto Middlesex-Essex Turnpike and proceed (about 1/2 mile) to third traffic light (Gill Lane). Turn right and go (about 1 mile) under railroad underpass and make right onto Ronson Road. Proceed past three large mirror-sided office buildings on the right. At the sign, make a right into Middlesex Water Company.
FROM NEW JERSEY TURNPIKE (NORTH OR SOUTH):
Take Exit 11 onto the Garden State Parkway North and follow above directions.
FROM US ROUTE NO. 1 (NORTH OR SOUTH):
Proceed to the Woodbridge Center area and follow signs to Gill Lane.WhenLane. When on Gill Lane, make a left turn onto Ronson Road and follow above directions.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
*** Exercise YourRightto Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on <mtgdate>.
You are receiving this communication because you hold
shares in the above named company.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an
overview of the more complete proxy materials that are
available to you on the Internet. You may view the proxy
materials online atwww.proxyvote.comor easily request a
paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
Meeting Information
Meeting Type:<mtgtype>
For holders as of:<recdate>
Date: Time:<mtgtime>
Location:
0000168214_1 R1.0.0.51160
MIDDLESEX WATER COMPANY
1500 RONSON ROAD
ISELIN, NJ 08830
Annual Meeting
March 25, 2013
May 21, 2013
May 21, 2013 11:00 AM EDT
Middlesex Water Company
1500 Ronson Road
Iselin, NJ 08830
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
To withhold authority to vote for any
individual nominee(s), mark “For All
Except” and write the number(s) of the
nominee(s) on the line below.
0 0 0
0 0 0
0 0 0
0
0 0
0000168215_1 R1.0.0.51160
For Withhold For All
All All Except
The Board of Directors recommends you vote
FOR the following:
1.Election of Directors
Nominees
01 Steven M. Klein 02 Amy B. Mansue 03 Walter G. Reinhard, Esq
1500 RONSON ROAD
ISELIN, NJ 08830
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the cut-off date or
meeting date. Have your proxy card in hand when you access the web site and
follow the instructions to obtain your records and to create an electronic voting
instruction form.
Electronic Delivery of Future PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy
materials, you can consent to receiving all future proxy statements, proxy cards
and annual reports electronically via e-mail or the Internet. To sign up for
electronic delivery, please follow the instructions above to vote using the Internet
and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we
have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
The Board of Directors recommends you vote FOR proposals 2 and 3.For Against Abstain
2.To ratify the appointment of ParenteBeard LLC as the Company's independent registered public accounting firm for the fiscal
year ending December 31, 2013.
3.To provide an advisory vote to approve named executive officer compensation.
NOTE:We may also transact such other business that may properly come before the meeting or any postponement or adjournment
thereof
Please sign exactly as your name(s) appear(s) hereon. When signing as
attorney, executor, administrator, or other fiduciary, please give full
title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or
partnership name, by authorized officer.
For address change/comments, mark here.
(see reverse for instructions)Yes No
Please indicate if you plan to attend this meeting
0000168215_2 R1.0.0.51160
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report is/
are available at www.proxyvote.com .
MIDDLESEX WATER COMPANY
Annual Meeting of Shareholders
May 21, 2013
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) James F. Cosgrove, Jr. and John C. Cutting, or either of them, as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Middlesex Water
Company that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m., Eastern Time on May 21, 2013, at
Middlesex Water Company, 1500 Ronson Road, Iselin, NJ 08830, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR THE
RATIFICATION OF THE APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND FOR THE
APPROVAL, BY NON-BINDING VOTE, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)
Address change/comments:
Continued and to be signed on reverse side
