NOMINEES FOR THE BOARD OF DIRECTORS

The present terms of Class I Directors expireexpires at the 20152018 Annual Meeting of Shareholders. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated for election two Directors. John C. Cutting, Ph.D.R. Middleton, M.D., a Class I Director, will not be standing for reelection to the Board of Directors. As such, the Nominating Committee recommends that Dennis W. Doll, who is currently serving as aThe Director be elected at the Annual Meeting,nominees for election named below are willing to serve for three (3) years or until his respective successor has beenbe duly elected and qualified. There were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with regulations of the Securities and Exchange Commission.

The nominee proposed by the Board has consented to serve if elected. Unless otherwise indicated on a proxy, the proxy holders intend to vote the shares each proxy represents for the nominee for election as Director.

serve. Directors shall be elected by a plurality of the votes cast at the 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 were no nominee recommendations from shareholders or from any group of shareholders submitted in accordance with regulations of the Securities and Exchange Commission.

ThereWe set forth information with respect to the business experience, qualifications and affiliations of our director nominees below:

Class I – (Term expires in 2018)

Dennis W. Doll

Director since 2006

Age: 59

Term: Three(3) years

The Board has concluded that Mr. Doll is shownqualified to serve on the Board because of his executive and industry leadership, experience in regulated and non regulated utility management, contract operations and capital management. Mr. Doll joined the Company in 2004 as to each nominee,Executive Vice President and as to eachwas named President and Chief Executive Officer and a Director whose term of office will continue after the year 2015 Annual Meeting, his or her age asMiddlesex effective January 1, 2006. In May 2010, he was elected Chairman of the dateBoard. He is also Chairman for all subsidiaries of Middlesex. Prior to joining the Annual Meeting, class, periodCompany, Mr. Doll had been employed in various executive leadership roles in the regulated water utility business since 1985. Mr. Doll also serves as a volunteer Director on selected non-profit utility industry-related Boards including the New Jersey Utilities Association (Past Chairman), The Water Research Foundation (presently Co-Vice Chairman), the National Association of serviceWater Companies (Past President) and Court Appointed Special Advocates (CASA) of Middlesex County. Mr. Doll further serves as a Director of the Company, and business and professional experience during the last five years.Hammer Fiber Optics Holdings Corp. (OTCQB: HMMR); an alternative telecommunications carrier providing high capacity broadband service through a wireless access network.

Class I – (Term expires in 2018)

Kim C. Hanneman

Independent Director

Board Committees:

     Audit

     Pension

Age: 54

Term Three (3) years 

The Board has concluded that Ms. Hanemann is qualified to serve on the Board because of her executive leadership, experience in project and construction management, leadership in resiliency initiatives, licensing and permitting. 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 company’s large transmission construction projects. Her responsibilities include oversight of project 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 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 serves on PSEG’s Diversity and Inclusion 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.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTEFOR PROPOSAL 1,

“FOR” THE ELECTION OF DENNIS W. DOLL.EACH OF THE TWO DIRECTOR NOMINEES NAMED ABOVE.

NOMINEE FOR ELECTION AS DIRECTOR WITH TERM EXPIRING IN 2018

	Professional Experience During Past Five Years and Other Affiliations
Dennis W. Doll Class I Director since 2006 Age 56	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. He is a Certified Public Accountant and 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 and the National Association of Water Companies, past President. He also serves as Treasurer and a member of the executive committees on the Boards of both the Water Research Foundation and Raritan Bay Medical Center, and has various Board Committee leadership roles in these organizations. The Board considered Mr. Doll’s experience within the Company, his leadership in the utilities industry, his diverse management background in matters related to water and wastewater utilities, contract operations and capital management and determined that his service and leadership are beneficial to the Company’s Board of Directors.

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 II – (Term expires in 2019)

	Professional Experience During Past Five Years and Other Affiliations
Steven M. Klein Class II Independent Director since 2009 Committees: Audit,Chair Audit Committee Financial Expert Compensation Pension Age 49	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. The Board considered Mr. Klein’s financial and auditing experience as well as his active involvement in industry matters and determined that his continued service is beneficial to the Company’s Board of Directors.
Amy B. Mansue Class II Independent Director since 2010 Committees: Audit Compensation,Chair Corporate Governance Nominating Age 50	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 Jim Florio; serving as a Deputy Commissioner in the New Jersey Department of Human Services and as Deputy Chief of Staff to former New Jersey Governor James McGreevey. Ms. Mansue serves as First Vice 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. The Board believes that Ms. Mansue’s organizational leadership experience and broad perspective on strategic and operating issues, her background in the public sector and her extensive public policy experience is beneficial to the Company’s Board of Directors.
Walter G. Reinhard, Esq. Class II Independent Director since 2002(1) Committees: Corporate Governance,Chair Pension Age 69	Mr. Reinhard retired from his status as partner of the law firm of Norris McLaughlin & Marcus, P.A. on December 31, 2014. Effective January 1, 2015, Mr. Reinhard commenced service as “Of Counsel” to Norris McLaughlin & Marcus, P.A. Mr. Reinhard has 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 considered Mr. Reinhard’s broad experience in utility industry law and his extensive regulatory and planning background and determined that his continued service on the Board is beneficial to the Company’s Board of Directors.

Steven M. Klein

Independent Director since 2009

Board Committees:

     Audit, Chair

     Audit Committee Financial Expert

     Compensation

     Pension

Age: 52

Mr. Klein serves as President and and CEO of Northfield Bancorp, Inc. and its subsidiary, Northfield Bank, with overall responsibility for activities of these entities. Mr. Klein is also designated as a financial expert on the Audit Commit- tee. Mr. Klein was named to the Board of Directors of Northfield Bancorp Inc. and Northfield Bank in August 2013. Mr. Klein’s background includes serving as an audit partner with the international accounting and auditing firm KPMG LLP. He is a Certified Public Accountant 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. Mr. Klein serves on the Board of Trustees of Richmond University Medical Center. He earned a B.A. in Business Administration from Montclair State University.

Class II – (Term expires in 2019)

Amy B. Mansue

Independent Director since 2010

Board Committees:

     Audit

     Compensation, Chair

     Corporate Governance & Nominating

Age: 53

Ms. Mansue is President of Southern Region RWJ Barnabas Health. She formerly served as President and Chief Executive officer of Children’s Specialized Hospital for 13 years. Ms. Mansue’s background includes serving as a staff member on healthcare policy for former New Jersey Governor Jim Florio; serving as a Deputy Commissioner in the New Jersey Department of Human Services and as Deputy Chief of Staff to former New Jersey Governor James McGreevey. She was President of HIP/NJ and Senior VP of Strategy for HIP/NY. Ms. Mansue serves on the Boards of the New Jersey Chamber of Commerce, the New Brunswick Development Corporation and the New Jersey Hospital Association, where she serves as Chair. 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.

Class II – (Term expires in 2019)

Walter G. Reinhard, Esq.

Independent Director since 2002

Committees:

     Corporate Governance & Nominating, Chair

     Pension

Age: 72

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. 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 legal 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. During his tenure at Norris McLaughlin & Marcus, Mr. Reinhard’s professional affiliations included 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 Trustee 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.

DIRECTORS WITH UNEXPIRED TERMS EXPIRING IN 2017

Class III – (Term expires in 2020)

James F. Cosgrove Jr., P.E.

Independent Director since 2010

Board Committees:

     Corporate Governance & Nominating

     Pension, Chair

     Ad Hoc Pricing, Chair

Age: 54

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, New Jersey. 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 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 2020)

Jeffries Shein

Independent Director since 1990

Board Committees:

     Compensation

     Corporate Governance & Nominating

     Ad Hoc Pricing

Age: 77

Mr. Shein is managing partner of 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 Directors 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.

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 (the “Board”) who 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 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 Conduct that applies to all Directors, Officers and employees. This Code encompasses all areas of professional conduct, as well as strict adherence to all laws and regulations applicable to the conduct of our business. In addition, the Company has established an internal hotline where Code of Conduct violations may be reported by any employee or member of the general public.

The Company’s Code of Conduct, as well as the charters for the Audit, Compensation, Corporate Governance & Nominating, and Pension Committees, are available on our websitewww.MiddlesexWater.comunder the heading Investor Relations – (Corporate Governance). We also make this information availablein accordance with the By-laws.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.

Board Meetings and Attendance at Annual Meeting of Shareholders

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. The Board held twelve meetings and the Board Committees held sixteen meetings during 2014. Each incumbent Director attended 81% 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 Annual Meeting of Shareholders held in May 2014 attended that meeting.

Executive Sessions

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 directors 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. 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:

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 a 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.

Board Size

The Board reviewedshall consist of not less than five nor more than twelve members in accordance with the related party transactions between Walter G. Reinhard, Esq., an attorney for Norris, McLaughlin & Marcus, P.A.,By-laws.

Board Meetings and Annual Meeting

Attendance by Board Members

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

The Board holds regularly scheduled 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 2017, the Board held twelve meetings 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 Committee and is aBoard Committees held fifteen meetings. In 2017, no member of the Pension Committee. The Company paid Norris, McLaughlin & Marcus, $43,000 for legal services during 2014. The amount paid represents lessBoard attended fewer than 0.07% of Norris, McLaughlin & Marcus P.A. fee revenue. Mr. Reinhard is not a controlling shareholder91% of the firm. Based upon the foregoing, and in connection with the definitiontotal number of “Independent Director” under the NASDAQ Listing Guidelines,meetings of the Board determinedand Committees on which each served. All of the Directors serving at the time of the Annual Meeting of Shareholders held in May 2017 attended that Mr. Reinhard was an Independent Director in 2014.meeting.

Board Leadership Structure

The Board does not have a formal policy on whether or not the role of the Chief Executive Officer and Chairman of the Board should be separate or, if it is to be separate, whether the Chairman should be selected from the 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.

Lead Director

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 & Nominating and Ad Hoc Pricing Committees.

TheSummary of Lead Director has the following responsibilities:Responsibilities:

As part of our Board’s annual assessment process, the Board evaluates our Board 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 Ownership

As part of their annual compensation, each Director receives Company common stock valued at $15,000. The Board has determined that Directors should have a meaningful ownership stake in the Company to underscore the importance of aligning their interests with the long-term interests of our shareholders.

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, e-mail, or phone communication. The Corporate Secretary has been authorized by the Board to screen frivolous or unlawful communications or commercial advertisements.

Board CommitteesRole In Risk Oversight

The Board maintainsas 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 Committee. The Committees regularly report to the Board on their deliberations and recommendations. TheCommittees also bring to the Board for consideration those matters and decisions which the Committees judge to be of special significance.

*Indicates Committee Chair

+Indicates Audit Committee Financial Expert

^ Dr. Cutting will retire from the Board of Directors effective May 19, 2015. Following his retirement, a new chair of the Pension Committee will be appointed.

Board Committee Responsibilities

Audit Committee

The Audit Committee held four meetings during 2014. The Audit Committee reviews with the independent registered public accounting firm the scope and results of the annual audit and quarter review; receives and reviews the independent registered public accounting firm’s annual report; and 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 SEC on Form 10-K; andwhole is directly responsible for the annual appointmentoverseeing our risk exposure as part of an independent registered public accounting firm. 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.

In March 2015, the Board of Directors re-approved the written Charter for the Audit Committee which is available in the Investor Relations section of our websitewww.middlesexwater.comunder Corporate Governance. Please refer to this Charter for a full listing of Audit Committee responsibilities.

Compensation Committee

The Compensation Committee held two meetings during 2014. 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 21 for a description of how awards are granted under the Restricted Stock Plan.) 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.

In February 2015, the Board of Directors re-approved a written Charter for the Compensation Committee which is available in the Investor Relations section of our websitewww.middlesexwater.comunder 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 2014 Compensation Committee were Steven M. Klein, Amy B. Mansue, John R. Middleton, M.D. and Jeffries Shein. During 2014, 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 Committee

The Corporate Governance Committee held four meetings in 2014. The Corporate Governance Committee reviews and makes recommendations relating to the performance of the Board of Directors, committee structures, risk management and the composition of the Board. This includes reviewing and making recommendations on

matters related to Directors’ compensation, as well as recommendations related to any management proposals to make significant organizational changes to the Company. In addition, the Committee will assist the Nominating Committee and management in attracting and evaluating qualified candidates for Board membership. 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 Nominating Committee or referred by other Board members, management, shareholders or other sources.

In November 2014, the Board of Directors re-approved a written Charter for the Corporate Governance Committee which is available in the Investor Relations section of our websitewww.middlesexwater.comunder Corporate Governance. Please refer to this Charter for a full listing of Corporate Governance Committee responsibilities.

Risk Management Oversight

determining business strategy that generates long-term shareholder value. Risk Management Oversight was formally added to the Corporate Governance Committee’s 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 is reflected in the Corporate Governance and Nominating Committee’s Charter which was revised and approved by the Board, and is available in the Investor Relations section of our websitewww.middlesexwater.com www.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; (iii) facilitating management’s strategic focus on the Company’s risk management vision and its evolution; (iv) verifying that the guidelines and policies governing the process by which risk assessment and management is undertaken and handled are comprehensive and evolve commensurate with the risk profile of the Company; and (v) reviewing those risks that the Committee deems 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 updates the Board on risk management activities routinely throughout the year.

Nominating CommitteeExecutive Sessions

The Nominating Committee held one meetingIndependent Directors periodically meet without management in February 2014.executive session. The Nominating Committee seeks and identifies qualified candidates for Board membership and recommendsLead Director is designated to the Board candidates for nomination and election to the Board. All of the members of the Nominating Committee have been determined by the Board to be independent directors as defined in the listing standards of NASDAQ.

In January 2015, the Board of Directors re-approved a written Charter for the Nominating Committee which is available in the Investor Relations section of our websitewww.middlesexwater.comunder Corporate Governance. Please refer to this Charter for a full listing of Nominating Committee responsibilities.preside at these executive sessions.

Process for Identifying and Evaluating Director CandidatesCommunications with the Board

The Nominating Committee periodically identifies director nominees based primarily on recommendations from management, Board members, shareholders and other sources. The Committee recommendsAny shareholder wishing to communicate with a Director may do so by contacting the Board nominees that are independent of management and satisfy SEC and NASDAQ requirements and possess qualities such as personal and professional integrity, sound business judgment, and utility, technical or financial expertise. The Committee also considers age and diversity (broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating characteristics) in making its recommendations for nominees to the full Board. The Committee has the authority to retain assistance from independent third parties in identifying and evaluating prospective candidates for nomination and election to the Board.

Director Candidate Recommendations and Nominations by Shareholders

The Nominating Committee will consider shareholders’ recommendations for nominees for election to the Board. Shareholder nominees will be evaluated under the same standards as nominees recommended by management or the non-management members of the Board. Nominations must be accompanied by the written consent of any such person to serve if nominated, and elected and by biographical material, to permit evaluation of the individual recommended, including appropriate references. Recommendations should be sent to Middlesex Water Company, Office of theCompany’s Corporate Secretary at 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452; or sent via

the Internet08830, who will forward to the following e-mail address: jkooper@middlesexwater.com.Director a written, email or phone communication. The Company did not receive any recommendations for nominations from any shareholders in connection with the 2015 Annual Meeting. In order to be considered for inclusion in the Company’s Proxy Statement and form of proxy relating to the 2016 Annual Meeting, nominations for Director must be receivedCorporate Secretary has been authorized by the Company by the close of business on December 9, 2015.Board to screen frivolous or unlawful communications or commercial advertisements.

Pension Committee

The Pension Committee held five meetings during 2014. The Pension Committee reviews investment policies and determines recommended investment objectives for assets of the Company’s retiree benefit plans. In January 2015, the Board of Directors re-approved a written Charter for the Pension Committee which is available in the Investor Relations section of our websitewww.middlesexwater.com under Corporate Governance. Please refer to this Charter for a full listing of Pension Committee responsibilities.

Ad Hoc Pricing Committee

The ad hoc Pricing Committee did not meet in 2014. 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 long-term corporate debt.

Board and Committee Self-Evaluation

The Board periodically evaluates its performance in a self-assessment questionnaire which is reviewed by the Corporate Governance Committee. The Board conducts such evaluations as determined by the Corporate Governance Committee.

Shareholder Proposals

In order to be eligible for inclusion in our proxy materials for our 20152018 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 10, 2014.11, 2017. No shareholder proposals were received by the Company for the 20152018 Annual Meeting.

AdvanceAdvanced Notice of Business to be Conducted at anthe Annual Meeting

Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with regulations of Shareholders

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.

Shareholders are entitled to submit proposals on matters appropriate for shareholder action consistent with regulations of the Securities and Exchange Commission.

A shareholder ’sshareholder’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 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) Meeting:

Committees of the Board

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.

Code of Business ConductBoard 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.