SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

UNITIL CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐    Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

☐    Fee paid previously with preliminary materials.

☐    Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Unitil Corporation

2020 Proxy Statement

Notice of Annual Meeting of Shareholders

Annual Meeting    ◆    Wednesday, April 29, 2020

11:30 a.m. EDT

Hampton, New Hampshire

March 20, 201731, 2020

Dear Fellow Shareholder,

I am pleased to invite you to attend theThe Unitil Corporation Annual Meeting of Shareholders. The meetingShareholders will be held on Wednesday, April 26, 2017,29, 2020, at 11:30 a.m., at the Company’sour corporate headquarters, 6 Liberty Lane West, Hampton, New Hampshire. This year, we are asking shareholders to vote on the election of fivethree directors, and on the ratification of the selection of independent registered public accountants. Also this year, shareholders will be presented with an advisory vote on executive compensation, and an advisory vote on the frequency of future advisory votes on executive compensation.

Your vote is very important. I encourage you to vote to ensure that your voice is represented at the meeting, and to play a part in the future of the Company.our future. The enclosed proxy materials provide important information about the Company to assist you with your voting decisions, as well as instructions to submit your vote.

I would like to thank you for choosing to invest in Unitil Corporation. The Company’sOur vision, statementmission and philosophyvalues reflect our deep commitment to our shareholders, customers, local communities and partners. We provide more than just electricity and gas services and products. Our talented and dedicated people are proud to provide for the necessities of life with the safe and reliable delivery of natural gas and electricity throughout New England.Energy for Lifelife is the statement of pride and commitment that we use to describe this philosophy.commitment.

On behalf of the directorsBoard of Directors and management of Unitil Corporation, thank you for your continued support and confidence in 2017.2020.

Sincerely,

Robert G. SchoenbergerThomas P. Meissner, Jr.

Chairman of the Board,

Chief Executive Officer and

President

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Board of Directors and management of Unitil Corporation (the “Company”) is pleased to invite you to attend the 20172020 Annual Meeting of Shareholders which will be held at the office of the Company, 6 Liberty Lane West, Hampton, New Hampshire, on Wednesday, April 26, 2017,29, 2020, at 11:30 A.M.a.m. for the following purposes:

The Board of Directors set February 21, 201720, 2020 as the date for determining holders of record of common stock who are entitled to notice of and to vote at the meeting or at any adjournments or postponements of the meeting. The Board of Directors has directed the Company to prepare this notice, the accompanying proxy statement, and the accompanying annual report, and to send them to you.

By Order of the Board of Directors,

Sandra L. Whitney

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON WEDNESDAY, APRIL 26, 2017 This notice, the accompanying proxy statement and the accompanying annual report to shareholders are available for shareholders to view at www.proxydocs.com/UTL.

YOUR VOTE IS VERY IMPORTANT

Your vote is important. To ensure a quorum is present at the Annual Meeting of Shareholders, please be sure your shares are represented at the meeting.

You may vote in one of the following ways:

ATTENDING THE ANNUAL MEETING OF SHAREHOLDERS

Please see the Notice below.

All shareholders who wish tomay attend the Annual Meeting of Shareholders in person are encouraged to do so.Shareholders. However, to ensure that the meeting remains orderly and secure, you must follow certain protocols for admittance. Shareholders of record will need to provide their admission ticket or their name and government-issued picture identification. Beneficial owners will need to provide a copy of an account statement from the bank, broker or nominee holding the shares as proof of ownership as of the Record Date, as well as government-issued picture identification.

TABLE OF CONTENTS

PROXY STATEMENT

Unitil Corporation

6 Liberty Lane West

Hampton, NH 03842-1720

March 20, 201731, 2020

PROXY STATEMENT

Unitil Corporation (“Unitil” or the “Company”) is providing this proxy statement and the accompanying annual report (which includes the Company’s Annual Report on Form10-K for fiscal year 2016)2019) to shareholders in connection with the Company’s 2017our 2020 Annual Meeting of Shareholders (the “Annual Meeting”). The Company’sUnitil’s Board of Directors (the “Board”) is soliciting your designation of a proxy to vote your shares at the Annual Meeting. As a shareholder of the Company,Unitil, you are invited to attend the Annual Meeting, as well as entitled and requested to vote (if you are a shareholder of record) or to provide voting instructions (if you beneficially own your shares in street name) on the proposals described in this proxy statement. This proxy statement provides information to assist you in voting your shares or in providing voting instructions with respect to your shares.

The CompanyUnitil has the following subsidiaries, which are referred to throughout this proxy statement: Fitchburg Gas and Electric Light Company (“Fitchburg”); Granite State Gas Transmission, Inc. (“Granite”); Northern Utilities, Inc. (“Northern”); Unitil Energy Systems, Inc. (“Unitil Energy”); Unitil Power Corp.; Unitil Realty Corp.; Unitil Resources, Inc.; and Unitil Service Corp.; and Usource, Inc. and Usource, LLC (collectively, “Usource”).

We may also refer to Unitil as “we” or “our” or “us” throughout this proxy statement.

Date, Time and Place

The Annual Meeting will be held on Wednesday, April 26, 201729, 2020 at 11:30 A.M. at theour corporate office, of the Company, 6 Liberty Lane West, Hampton, New Hampshire.Hampshire 03842-1720.

Anticipated Mailing Date

The Company anticipatesWe anticipate first mailing definitive copies of this proxy statement, the accompanying proxy card, and the accompanying annual report to shareholders on or about March 20, 2017.

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MEETING SUMMARY

This year, we are seeking your vote on the following proposals:

RECORD DATE & NUMBER OF SHARES OUTSTANDING

You are entitled to receive notice of and to vote at the Annual Meeting if you owned shares of the Company’s common stock as of the close of business on February 21, 2017 (the “Record Date”). As of the Record Date, the Company had 14,101,963

RECORD DATE & NUMBER OF SHARES OUTSTANDING
You are entitled to receive notice of and to vote at the Annual Meeting if you owned shares of Unitil common stock as of the close of business on February 20, 2020 (the “Record Date”). As of the Record Date, there were 14,960,124 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.						Record Date February 20, 2020   Shares Outstanding   14,960,124

QUORUM & REQUIRED VOTE

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to conduct the Annual Meeting. This is referred to as a quorum.

If a quorum is present, Directorsthe nominees standing for election as a Director will be elected by a plurality of the votes cast by the shareholders. Votes withheld and brokernon-votes will not be counted toward the achievement of a plurality. Additional information concerning the election of directors appears in the sectionsections entitled Corporate Governance – Resignation Policyand Proposal 1 – Election of Directors. With respect to all other matters that may come before the Annual Meeting, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action. Therefore, abstentions and brokernon-votes will have no effect on the other matters. Representatives of the Company’sour transfer agent will count the votes and certify the results.

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VOTING RIGHTS AND PROCEDURES

As an owner of Unitil common stock, it is your legal right to vote (or to provide instructions on voting)voting instructions) on all matters to be considered at a shareholder meeting. Unitil hopesWe hope you will exercise your legal right and fully participate as a shareholder in the Annual Meeting. You may cast one vote for each share of common stock that you own on all matters presented at the Annual Meeting.

The Board has selected and approved Robert G. Schoenberger and Mark H. Collin

You may cast one vote for each share of common stock that you own on all matters presented at the Annual Meeting. The Board has selected and approved Thomas P. Meissner, Jr. and Laurence M. Brock as proxies for the Annual Meeting to vote your shares in the manner that you specify on the proxy card or via the Internet, or if you do not give any specification on your proxy card or submitted proxy with respect to a matter, FOR such matter. Your designation of a proxy will not affect your right to attend the Annual Meeting and vote in person. Record Holders If your shares of common stock were registered directly in your name with our transfer agent as of the Record Date, then you are considered a shareholder of record of the shares (a “Record Holder”) and we have sent the proxy materials and the accompanying proxy card directly to you.				Record Holders You may vote your shares in one of the following ways: in person at the Annual Meeting by designating another person (the “proxy”) to vote on your behalf by delivering a properly completed proxy card or submitting a proxy via the Internet atwww.investorvote.com/UTL You may revoke your designation of a proxy at any time before the vote is taken at the Annual Meeting in one of the following ways: file with Unitil’s Corporate Secretary a later-dated written notice of revocation deliver to Unitil’s Corporate Secretary a properly completed, later-dated proxy card relating to the same shares submit a later-dated proxy via the Internet if the original designation of a proxy was made via the Internet attend the Annual Meeting and vote in person. Record Holders:If your shares of common stock were registered directly in your name with the Company’s transfer agent as of the Record Date, then you are considered a shareholder of record of the shares (a “Record Holder”) and the Company has sent the proxy materials and the accompanying proxy card directly to you. Beneficial Holders: If your shares of common stock were registered in the name of a bank, broker or other nominee as of the Record Date, then you are considered a beneficial owner (“Beneficial Holder”) of the shares that are registered in street name and your bank, broker or other nominee has sent this proxy statement and voting instructions to you. As a Beneficial Holder, your shares may be voted even if voting instructions are not provided. BENEFICIAL HOLDERS You may vote your shares in one of the following ways: in person at the Annual Meeting – but you must first obtain a properly completed legal proxy from your bank, broker or other nominee that will provide you with the right to vote the shares at the Annual Meeting. direct your bank, broker or other nominee on how to vote your shares by following the voting instructions provided by the bank, broker or other nominee You may change how your bank, broker, or other nominee will vote your shares at any time before the vote is taken at the Annual Meeting: follow the procedures provided by your bank, broker or other nominee to make a change RECORD HOLDERS You may vote your shares in one of the following ways: in person at the Annual Meeting by designating another person (the “proxy”) to vote on your behalf by delivering a properly completed proxy card or submitting a proxy via the Internet at www.investorvote.com/UTL You may revoke your designation of a proxy at any time before the vote is taken at the Annual Meeting in one of the following ways: file with Unitil’s Corporate Secretary a later-dated written notice of revocation, deliver to Unitil’s Corporate Secretary a properly completed, later-dated proxy card relating to the same shares submit a later-dated proxy via the Internet if the original designation of a proxy was made via the Internet attend the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy)
Beneficial Holders You may vote your shares in one of the following ways: in person at the Annual Meeting – but you must first obtain a properly completed legal proxy from your bank, broker or other nominee that will provide you with the right to vote the shares at the Annual Meeting direct your bank, broker or other nominee on how to vote your shares by following the instructions provided by the bank, broker or other nominee You may change how your bank, broker, or other nominee will vote your shares at any time before the vote is taken at the Annual Meeting: follow the procedures provided by your bank, broker or other nominee to make a change				Beneficial Holders If your shares of common stock were registered in the name of a bank, broker or other nominee as of the Record Date, then you are considered a beneficial owner (“Beneficial Holder”) of the shares that are registered in street name and your bank, broker or other nominee has sent this proxy statement and voting instructions to you. As a Beneficial Holder, your shares may be voted even if voting instructions are not provided.

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Brokerage firms have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on routine matters. The ratification of the selection of Unitil’sour independent registered public accounting firm, Deloitte & Touche LLP, for fiscal year 20172020 is considered a routine matter. When a proposal is not routine and the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that proposal. Those shares are considered “brokernon-votes.” Please note that, under the New York Stock Exchange’sExchange rules, this means that brokers may not vote your shares on Proposals 1 3 and 43 at the 20172020 Annual Meeting if you have not given specific instructions as to how to vote to the broker. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

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A MESSAGE FROM THE CHAIRMAN AND CEO

This is a dynamic and exciting time for our industry, and the last 10 years have been truly transformational for both our Company and the industry as a whole. As a company, we are taking important steps to prepare for the future by aligning our strategies with the goals and aspirations of our stakeholders, as well as with our sustainability and corporate responsibility priorities. Our Vision isto transform the way people meet their evolving energy needs to create a clean and sustainable future.We fully support the transition to clean energy and believe this is the best way to position our company for true sustainability and long-term success.

The ongoing trend toward decarbonized energy solutions for the energy, heating and transportation sectors continues to create new policy initiatives that shape our business. Alignment of our strategies has provided an opportunity to find new ways to support the energy initiatives all around us. We believe that our ongoing efforts to implement decarbonization and electrification policies will create new opportunities for us as we move toward lower carbon alternatives.

While public attention has been focused on the idea of energy transformation, other important industry drivers like public safety, grid resiliency and cyber security remain at the forefront of our efforts as well. Our 2020 Strategic Plan outlines how our Mission, Vision and Values find opportunities within these industry drivers and outline both a path forward for our organization and important, attainable milestones for the coming year.

Working to ensure the core elements of our business, including safety, reliability andtop-tier customer service, remain sustainable is an important focus for our Company. Our industry is evolving, and our Strategic Plan is designed to help position ourselves as part of the solution to long term policy goals for our region. As we focus on these initiatives, we believe the Company will be ideally positioned to succeed today and thrive for years to come.

Over the last decade, Unitil has grown and prospered like never before in our Company’s history. As we enter the 2020s and beyond, I have confidence that the initiatives and actions we are taking now to achieve both our Mission and our Vision will shape the successes of tomorrow. It is truly an exciting time to be a part of the energy industry, and I’m glad you are here with us to share in this journey. If the last decade is any indicator, the future is indeed bright.

March 31, 2020

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ACTING ON OUR VALUES

As a company, our values are the guiding principles behind our actions, but they are only as good as they are meaningful and measurable. Our RISE values have long been part of our core identity, but renewed focus on their importance will guide our path to fulfillment of our commitment to deliver ‘energy for life’ and the achievement of our Vision of a clean and sustainable future for all of our stakeholders.

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On January 29, 2020, we announced that the Board appointed Winfield S. Brown as a new Director, effective as of January 29, 2020. The addition of Mr. Brown is part of the Board’s normal succession planning process in anticipation of upcoming retirements of four long-serving members of the Board following the Annual Meeting. Mr. Brown will serve on the Board until the Annual Meeting, at which time he will be presented to shareholders for election to the Board. Expanded biographical information for Mr. Brown is included in the section entitledProposal 1: Election of Directors.

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The table below shows Executive Officers’ biographical information as of the date of this proxy statement, including the Named Executive Officers, with the exception of Mr. Schoenberger. Biographical information for Mr. Schoenberger, who is a Director, as well as chairman of the Board, chief executive officer (“CEO”) and president of the Company, is included in the section entitledProposal 1: Election of Directors- Information About Directors With Continuing Terms of Office.Officers.

MANAGEMENT INFORMATION TABLE

 NOTES:

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The following table sets forth information on the beneficial ownership of the Company’sour common stock as of the Record Date, by (i) each person known to the Companyus to be the beneficial owner of more than five percent of itsour common stock, (ii) each Director and nominee for Director, of the Company, (iii) each executive officer named in the Summary Compensation Table in the section entitledCompensation -Compensation of Named Executive Officers (the “Named Executive Officers”) and (iv) all Directors and executive officers (“Executive Officers”) of the CompanyUnitil as a group. Except as otherwise indicated, to the Company’sour knowledge, the beneficial owners listed have sole voting and sole dispositive power with respect to the shares beneficially owned by them. The address of each of Unitil’s Directors and Executive Officersexecutive officers is c/o Unitil Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.

BENEFICIAL OWNERSHIP

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NOTES:

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (“Exchange Act”) requires the Company’s Executive Officers,our executive officers, Directors, and persons who own more than ten percent of a registered class of the Company’sour equity securities to file certain reports of ownership and changes in share ownership with the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Based upon itsour review of such forms that were filed in 2016,2019, and written representations from certain reporting persons that such forms were not required to be filed by those persons for the reporting year 2016, the Company believes2019, we believe that all filing requirements applicable to itsour officers and Directors during 20162019 and through February 2017,March 2020, were met.

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TheUnitil’s Board and the Companymanagement are committed to comprehensive and effective corporate governance practices. The Board believes that good corporate governance is athe key to theour long-term success, ofand the Company, and essentialfoundation to ensureensuring that Unitilthe Company is operated in the best interest of shareholders and all other stakeholders. Accordingly, the Board has unconditionally adopted Corporate Governance Guidelines and Policies of the Board (the “Guidelines”), as described below, to assist Directors in the pursuit of superior Board function, effectiveness, communication and transparency in the governance of the Company. The Board and the Companymanagement believe that the ethical character, integrity and principles of the Board and senior management remain the most important safeguards of good corporate governance. Our RISE values indicate that solid governance practices are intrinsically woven into our Company culture and critical to long-term value creation and, ultimately, the sustainability of the Company.

The Guidelines represent the current view of the Board of Directors on governance and should not be viewed as rigid restraints. The CompanyWe will continue to monitor new developments and regulations, mandated by the SEC and by the NYSE, as well as emerging issues concerning corporate governance and financial disclosure, and will adopt changes and institute new policies, and procedures as appropriate. TheThese Guidelines are reviewed regularly and are subject to modification from time to time by the Board of Directors.Board. The Guidelines are available for review on the Corporate Governance page of the Investor Relations section of the Company’s website atwww.unitil.com/unitil.com/investors, and are available in print to any shareholder or other interested party free of charge upon request to the Corporate Secretary at1-800-999-6501 or at the address listed in the section entitledInformation about the Annual Meeting.

GOVERNANCE POLICIES OF THE BOARD

ROLE OF THE BOARD The Board is elected by the shareholders to oversee the long-term health and overall success of the Company’sour business and to ensure the Company’sour ongoing financial strength. The Board serves as the
Unitil’s ultimate decision-making body of the Company,on all matters, except for those matters reserved for or shared with the shareholders. shareholders or committees of the Board. In the pursuit of excellence in corporate governance, all members of the Board are expected to adhere to a set of core principles,values and our Code of Ethics, without exception.

EXPECTATIONS OF DIRECTORS fulfill fiduciary duties to the Company and its shareholders with proper oversight of the development of Company policy and strategy, and assessment of the Company’s operational effectiveness and financial strength; apply superior business judgment and leadership, and effectively exercise the duties of loyalty and care; avoid any conflict of interest; promote a high standard of personal integrity and adhere to the letter and spirit of Unitil’s Code of Ethics; and challenge management to commit to the highest attainable goals, and hold management accountable for its commitments.

CODE OF ETHICS

The Company’s Code of Ethics (the “Code of Ethics”) is a statement of the Company’s high standards for ethical behavior, legal compliance and financial disclosure, and is applicable to all Directors, officers and employees of the Company and its subsidiaries. The Board unanimously approved the Code of Ethics in 2004, and annually affirms understanding of, and agreement and compliance with, the Code of Ethics. The Nominating and Governance Committee reviews the Code of Ethics annually for any required or desirable revisions. Should the Board adopt any changes to, or waivers of, the Code of Ethics, those changes or waivers will be promptly disclosed and posted on the Company’s website at the address noted below, as required by law, rule or regulation. A copy of the Code of Ethics can be viewed on the Company’s website atwww.unitil.com/investors.

DIRECTOR INDEPENDENCE

Unitil’sOur Guidelines stipulate that a majority of the members of the Board, and all members of the Audit, Compensation and Nominating and Governance Committees, must be independent (as defined in Section 303A.02 of the NYSE Listed Company Manual—Corporate Governance Standards). As a listed

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company on the NYSE, Unitilwe must adhere to the independence standards set forth by the NYSE, and the Board has formally adopted independence criteria corresponding to the NYSE rules for director independence. The NYSE Listed Company Manual includes additional independence requirements for Audit Committee and Compensation Committee members. In addition, Rule10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) includes additional independence requirements for Audit Committee members.

Our Corporate Governance Guidelines, as well as the NYSE independence standards, require that the Board annually affirm the independent status ofnon-employee or “outside” Directors. The Board makes this affirmation annually in January, and based on its last comprehensive review on January 29, 2020, the Board determined at that time, with the exception of Mr. Meissner and Mr. Collin, all of the current Board members are independent.

Unitil’s Corporate Governance Guidelines, as well as During its annual independence review and affirmation, the NYSEBoard applies the independence standards require thatset forth in our Guidelines and by the Board annually affirmNYSE. Under these requirements, the independent status of non-employee or “outside” Directors. The Board makes this affirmation annually in January, and based on its last comprehensive review on January 25, 2017, the Board determined at that time that, with the exception of Mr. Schoenberger, allmembers of the Board who qualify as independent must be free from any material relationship that would interfere with the exercise of independent judgment as a member of the Board. An independent Director is one for whom the Board has affirmatively determined that he or she, individually or through a member of his or her immediate family, does not have or has not had management responsibility with the Company or otherwise been affiliated with Unitil for the past three years and who has no material relationship, either directly or as a partner, shareholder or officer of an organization with such a relationship with Unitil. This definition generally leaves the Board the discretion to determine, on acase-by-case basis, what constitutes a “material relationship” with us. The Board exercises this discretion in a manner that is consistent with applicable NYSE and SEC regulations and standards. In addition, members of the Board are independent.obligated to notify the full Board of any				Affirmed as Independent January 29, 2020 ✓    RobertV. Antonucci ✓    WinfieldS. Brown ✓    DavidP. Brownell ✓    LisaCrutchfield ✓    AlbertH. Elfner, III ✓    SuzanneFoster ✓    EdwardF. Godfrey ✓    MichaelB. Green ✓    EbenS. Moulton ✓    M.Brian O’Shaughnessy ✓    JustineVogel ✓    David A. Whiteley Dr. Antonucci, Mr. Brownell, Mr. Elfner and Mr. O’Shaughnessy will retire from the Board on April 29, 2020, pursuant to the Retirement Policy of the Board.
material changes in their relationships that may affect their independence status as determined by the Board. The obligation encompasses all relationships between Directors and Unitil and its subsidiaries and/or members of senior management.

During its annual independence review and affirmation, the Board applies the independence standards set forth in the Company’s Guidelines and by the NYSE. Under these requirements, the members of the Board who qualify as independent must be free from any material relationship that would interfere with the exercise of independent judgment as a member of the Board. An independent Director is one for whom the Board has affirmatively determined that he or she, individually or through a member of his or her immediate family, does not have or has not had management responsibility with the Company or otherwise been affiliated with the Company for the past three years and who has no material relationship with the

AFFIRMED AS INDEPENDENT January 25, 2017 Robert V. Antonucci Michael B. Green David P. Brownell Eben S. Moulton Lisa Crutchfield M. Brian O’Shaughnessy Albert H. Elfner, III Sarah P. Voll Edward F. Godfrey David A. Whiteley

Company, either directly or as a partner, shareholder or officer of an organization with such a relationship with the Company. This definition generally leaves the Board the discretion to determine, on acase-by-case basis, what constitutes a “material relationship” with the Company. The Board exercises this discretion in a manner that is consistent with applicable NYSE and SEC regulations and standards. In addition, members of the Board are obligated to notify the full Board of any material changes in their relationships that may affect their independence status as determined by the Board. The obligation encompasses all relationships between Directors and the Company and its subsidiaries and/or members of senior management.

RISK OVERSIGHT

The Board is responsible for the oversight of management, the development of Company policy and strategy, and the business affairsongoing assessment of the Company,Company’s operational effectiveness and financial strength, which includes the oversight of risk. The Board’s ultimate goals are to ensure that Unitil continues as a successful and sustainable business, to optimize financial returns in light of the business risks, to increase shareholder value over time, and to protect the interests of all stakeholders.

The Company has

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We have a formal Enterprise Risk Management (“ERM”) program which is overseen byhas been in place since 2014. The Board has definitive oversight responsibility for the Board. ERM program in accordance with its fiduciary duty. Management provides the Board with a formal report annually, as well as with quarterly status updates, and any other updates as needed, which could include the identification of a new risk, or a change in risk velocity or mitigation strategy. The Board also receives a quarterly presentation on a specific risk topic selected from the ERM program for greater depth of understanding of the selected risk.

The ERM program is a foundation for risk management that is relevant, sustainable and scalable. The ERM program is designed to identify potential risks that may impact the Company,us, and to manage risks within the Company’sour risk appetite in order to sustain operations and achieve business and strategic objectives. In building the ERM program, the potential risks relating to the Company’sour business were defined using a comprehensive set of risk disclosures which are described inPart I, Item 1A. Risk Factors of the Company’sour 2019 Annual Report on Form10-K filed with the SEC on February 2, 2017.January 30, 2020.

The Board has assigned the Executive Committee the responsibility of assistingIn its oversight role, the Board in overseeing the overall risk management strategy of the Company. In order to assist the Board with overall risk management, the Executive Committee is supported by and oversees the Risk Managementand Compliance Committee which is comprised of the senior(the “RCC”), a multi-function management team. Together, these two committeescommittee created to provide recommendations on systems, policies and processes to achieve objectives, mitigate risk and ensure compliance. The RCC works with Mr. Meissner to evaluate and provide direction with respect to risk identification and assessment, and risk management and mitigation, including the specific guidelines and policies governing the process by which risk assessmentprocess. The RCC also works directly with functional managers on emerging risks and risk management are undertakenmitigation plans. The RCC provides quarterly reports on the status of the ERM program to the Board, as well as an annual report at the Company.strategic planning meeting.

Like all companies, Unitil faceswe face a variety of risks, both internal and external, and many factors work simultaneously to affect the Company’sour overall business risk. The Board recognizes that the Company’sour business risk is not static, and that it is not possible to mitigate all risk and uncertainty. The Board works within a climate of respect and candor, fostering a culture of open dialog between Board members and senior management.management, which includes comprehensive knowledge of Unitil’s many elements of risk. Overall, the Board believes that the ERM program has further defined and enhanced a systematic and proactive approach to properly oversee risk management has been defined and enhanced by the ERM program, which will continue to evolve through ongoing review and assessment of the existing and emerging risks facing the Company.

LEADERSHIP STRUCTURE

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BOARD SUCCESSION PLAN

The Board also has selected Mr. Elfner as the lead independent Director. In his role as lead Director, Mr. Elfner, who also serves as the chairman of the Executive Committee and as a member ofis engaged in ongoing succession planning, which is led by the Nominating and Governance Committee, presides at all meetings of the Board in executive session. Mr. Elfner also provides leadership and guidance to the Board on the fulfillment of its fiduciary duties, as well as matters of corporate governance. Mr. Elfner facilitates, with the assistance of the Corporate Secretary, results reporting to the Board with regard to the annual board evaluation on key Board and committee-related matters, and promotes the continuation of a collegial and mutually respectful Board culture. The existence and activities of the lead Director do not alter the traditional roles and responsibilities of the Board of Directors as a whole, or the Company’s management. As lead director, Mr. Elfner shall undertake any other action or exercise such other powers, authority, duties, and obligations as necessary or appropriate or as otherwise required by the listing standards of the NYSE or other applicable laws, rules or regulations, or as shall otherwise be determined by the Board.

RETIREMENT POLICY

Committee. The Board has a retirement policy that provides noSuccession Plan addresses upcoming retirements, committee membership and rotation, class balancing, skill set requirements and gaps, and planning for unforeseen events. The Board Succession Plan is also linked to both new director recruitment actions and diversity goals.

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RETIREMENT POLICY

No Director may be nominated as a candidate or for reelection,re-election as part of the slate of Directors proposed for election by the Company,that we propose, nor may any person be nominated as a candidate for Director,election, after he or she has reached age 75. Directors are not, however, subject to specific term limits. Due to the complexity of the utility industry, the Company valueswe value the insight that a Director is able to develop over a period of time. The Board believes that tenure provides an enhanced contribution to the Board, including the benefits of valuable experience and familiarity, which is in the best interest of shareholders.

DIRECTORS’ STOCK OWNERSHIP AND RETENTION POLICY

The Board has a mandatory stock ownership policy that is applicable to all members of the Board. The Board is of the continuing beliefbelieves that its members should own a significant number of shares of the Company’sUnitil common stock to properly align their interests with those of the shareholders of the Company. Effective as of January 1, 2013, allour shareholders. Allnon-employee Directors must own shares of the Company’sUnitil common stock in the equivalent value of three times the current annual cash retainer for Board service. Shares of restricted stock and restricted stock units (“RSUs”) are counted towards this total. The ownership requirement is calculated annually on January 1, and as of January 1, 2017,2020, the ownership requirement wasis currently $195,000 in value. Currently, all Board membersDr. Antonucci, Mr. Brownell, Mr. Collin, Ms. Crutchfield, Mr. Elfner, Mr. Godfrey, Mr. Green, Mr. Moulton, Mr. O’Shaughnessy and Mr. Whiteley meet the stock ownership requirement. Any new Director who may joinjoins the Board in the future will havehas four years from the date of first election to the Board by shareholders to accumulate the required number of shares of common stock.

RESIGNATION POLICY

In October 2016,stock, which currently applies to Mr. Brown, who is standing for election at the Annual Meeting, as well as Ms. Foster and Ms. Vogel, both of whom were elected to the Board adoptedat the 2019 Annual Meeting. Additionally, all members of the Board are required to hold all forms of equity received from the Company until retirement or other separation from the Company. For Board members, this includes all forms of equity received as part of the annual retainer for Board service. The Board, in its sole discretion, may approve a waiver to this policy that requires aas circumstances may warrant. To date, no such waivers have been proposed or approved.

RESIGNATION POLICY

A Director is required to tender his or her resignation if he or she should receivereceives a “withhold” vote greater than 50% of the shares voted at the annual meeting of shareholders in an uncontested election. If an incumbent Director fails to receive the required vote forre-election, the Nominating and Governance Committee will act on an expedited basis to determine whether to recommend the acceptance of the Director’s resignation and will submit such recommendation for prompt consideration by the Board. The Director whose resignation is under consideration shall abstain from participating in any decision regarding that resignation. The Nominating and Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a Director’s resignation.

Further, theThe Board shall nominatenominates for election orre-election as Directorto the Board only candidates who agree to tender, promptly following the annual meeting at which they are electedface election orre-electedre-election as Director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the annual meeting at which they facere-election and (ii) Board acceptance of such resignation. In addition, the Board will fillfills board seat vacancies and new directorships only with candidates who agree to tender, promptly following their

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appointment to the Board, the same form of resignation tendered by other Directors in accordance with this policy.

ANNUAL EVALUATION

The Board conducts an annual evaluation on key Board- and committee-related issues, an exercise that has been practiced since 2002. The annual evaluation has proven All candidates proposed for election orre-election at the Annual Meeting have agreed in writing to be a beneficial tool in the process of continuous improvement in Board and committee functioning and communication. The evaluation is specifically designed to provide a platform for qualitative expression of thoughts and opinions, as well as a catalyst for candid discussion and open dialog on current and emerging issues facing the utility industry, the Board as a whole, any committee(s) served upon, matters of strategic importance to the Company, as well as self-evaluation with regard to skills and expertise. In 2016, all Directors participated in the annual evaluation, which was conducted in the fourth quarter. Responses were discussed in executive session in January 2017.abide by this policy.

MEETING ATTENDANCE

The Board isDirectors are expected to make a determined effort to attend all meetings of the Board and applicable committees upon which they serve. In 2016,2019, the Board held four meetings, and theits committees held 19 meetings. Overall, Directors attended 99%a total of the36 meetings, held in 2016.collectively. No Director attended less than 75% of the aggregate of the total number of meetings of the Board and applicable committees.

In 2019, the Directors achieved perfect attendance with all Directors attending 100% of the meetings held in 2019. Directors are encouraged to attend the Annual Meeting, although there is no formal requirement to attend. In 2016, all eleven2019, thirteen Directors attended the annual meeting of shareholders.

EXECUTIVE SESSIONS

Non-employee members of the Board have the opportunity to meet in executive session, without members of management present, either prior to the start or following the adjournment of each Board and committee meeting. During 2016,2019, the Board met in executive session on four occasionsoccasions. Mr. Green, the Lead Director, presided at all four meetings.

CODE OF ETHICS

Our Code of Ethics (the “Code of Ethics”) is a statement of our high standards for ethical behavior, legal compliance and financial disclosure, and is applicable to all of our Directors, officers and employees. The Board unanimously approved the Code of Ethics in 2004, and along with all management personnel, annually affirms understanding of, and agreement and compliance with, the Code of Ethics. The Nominating and Governance Committee reviews the Code of Ethics annually for any required or desirable revisions. Should the Board adopt any changes to, or waivers of, the Code of Ethics, those changes or waivers will be promptly disclosed and posted on our website at the address noted below. To date, there have been no changes to or waivers requested or granted with regard to the Code of Ethics. A copy of the Code of Ethics can be viewed on our website atunitil.com/investors.

MANAGEMENT SUCCESSION PLANNING

Effective executive leadership is critical to our success. The Board oversees the senior management succession planning process to ensure that effective plans are in place for succession of the CEO, as well as other senior management positions. The succession plan addresses contingencies for retirement, resignation, death, disability, or other untimely departure of the CEO and/or other members of senior management for a smooth transition on both an interim and long-term basis. In 2019, the management

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succession plan was evaluated for gaps and other risk factors. As a result of that evaluation, in 2020, the management succession plan will be expanded and developed further to include middle management and other key positions, including long-serving employees nearing retirement.

EXECUTIVE COMPENSATION RECOVERY POLICY

In the event we are required to prepare an accounting restatement of our financial statements due to the material noncompliance with any financial reporting requirement under the securities laws, we shall be entitled to recover any excess performance-based compensation received by any current or former covered executive during the three-year period immediately preceding the date on which we are required to prepare an accounting restatement. To the extent allowed by applicable law and the lead Director, Mr. Elfner, presidedlisting standards of the New York Stock Exchange, we may seek to recover any such excess performance-based compensation at these meetings.the direction of the Compensation Committee after consideration of the costs and benefits of doing so, and as approved by Board.

“Performance-based compensation” includes all annual incentives andlong-term incentives (whether in cash, in equity, or otherwise) with performance features based on Unitil’s or a group’s performance, the award or size of the award of which was contingent upon such performance. The policy does not apply to restatements that the Board determines are required or permitted under generally accepted accounting principles in connection with the adoption or implementation of a new accounting standard or caused by our decision to change one or more accounting practices as permitted by applicable law.

EXECUTIVE STOCK OWNERSHIP POLICY

or beneficially, shares of restricted stock that are awarded, whether vested or unvested, as well any shares of Unitil common stock held in the Tax Deferred Savings and Investment Plan will be counted towards the required total. Any newly appointed Named Executive Officer will have four years from the date of appointment to obtain the required shares of stock. The required equivalent value for all Named Executive Officers will be recalculated annually on January 1. Any executive officer who may regress into a shortfall position as a result of the January 1 recalculation after expiration of the initialphase-in period will have until December 31 of that calendar year to meet the new required equivalent value. All current Named Executive Officers as of the date of this proxy statement have met the ownership requirement.

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EXECUTIVE STOCK RETENTION POLICY

The Board believes that our executive officers should own a significant number of shares of our common stock to properly align their interests with those of the shareholders. All Named Executive Officers are required to hold all forms of equity received as compensationuntil retirement or other separation from the Company. The Board, in its sole discretion, may approve a waiver to this policy as circumstances may warrant. To date, no such waivers have been proposed or approved.

PROBITION ON HEDGING AND/OR PLEDGING COMPANY STOCK POLICY

All members of our Board and our executive officers are prohibited from engaging in short sales or engaging in any hedging transaction with respect to our common stock, as well as engaging in any transactions that result in pledging, or using as collateral, shares of our common stock in order to secure personal loans or other obligations, including any shares that may be a margin account.

COMMUNICATION WITH THE BOARD

Shareholders and other interested parties who desire to communicate with the Board, a committee of the Board, thenon-management or independent Directors as a group, or an individual member of the Board may do so in writing by sending a letter c/o Corporate Secretary, Unitil Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720 or via email towhitney@unitil.com. The CompanyCorporate Secretary will screen suchall correspondence for security purposes. The Corporate Secretarypurposes, and will also determine whether the communication relates to business matters that are relevant to us. If the Company and, if so,correspondence meets these standards, it will be promptly forward the communicationforwarded to the appropriate Director(s).

NOMINATIONS

The Nominating and Governance Committee is responsible for recommending to the Board the slate of Director nominees for election by our shareholders. The Board reviews and, as appropriate, approves all Director nominees prior to annual proxy material preparation.be presented to our shareholders for election. As provided in Article III of the Company’sour Bylaws, any vacancy occurring in the Board, whether due to the death, resignation or other inability to serve of any Director previously elected may be filled by the affirmative vote of a majority of the remaining Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

General Nomination Process

The Nominating and Governance Committee determines the required selection criteria and qualifications of Director nominees based upon the needs of the Company at the time nominees are considered. See also the section entitledCorporate Governance PoliciesQualifications and Skills of the Board — Board DiversityDirectorsbelow. Director candidates will be selected based on input from Directors, Executive Officers,executive officers, and if the Committee deems appropriate, a third-party search firm. Minimum criteria for Director nominees are set forth below, as well as in the Corporate Governance

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Guidelines. A candidate must possess the ability to apply good business judgment and must be in a position to properly exercise his or her duties of loyalty and care. Candidates with potential conflicts of interest or who do not meet independence criteria will be identified and disqualified, as appropriate. In addition, to independence criteria, the Committee will consider criteria including integrity, judgment,independence, proven leadership capabilities, business experience, areas of expertise, availability for service, factors relating to the composition of the Board, such as size, and structure, and also the Company’s policies and principles concerning diversity. The Board seeks to include diversity of backgrounds, perspectives, experience and skills among its members. The Committee will consider these criteria for nominees identified by the Committee, by other Directors, by shareholders, or through another source. When current Board members are considered for nomination for reelection, the Committee also takes into consideration their prior Board contributions, performance, and meeting attendance records.

The Committee conducts a process of makingmakes a preliminary assessment of each proposed nominee based upon thehis or her resume and biographical information, an indication of the individual’shis or her willingness to serve and other background information. This information is evaluated against the criteria set forth above as well as theour specific needs ofat the Company at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet theour needs of the Company may be invited to participate in a series of interviews, which are used for further evaluation. On the basis of information collected during this process, the Committee determines which nominee(s) to recommend to the Board for approval to submit for election at the next annual meeting of shareholders, or to fill vacancies on the Board that occur between shareholder meetings. The Committee uses the same process for evaluating all nominees, regardless of the source of the nomination. The Board may elect, at its discretion, to participate in an additional round(s) of interviews with one or all candidate(s) recommended by the Committee.

Director Candidate Identification and Selection Process in 2019

As part of the Board’s defined succession planning process, the Nominating and Governance Committee began a comprehensive search for a new Board member inmid-2019 with the primary directives of identifying qualified candidates with a connection to our local communities and service areas, proven senior leadership experience, financial acumen, and gender diversity. The Committee identified a reasonably large group of potential candidates with some or all of the desired characteristics using recommendations from the Board and also from senior management. The Committee reviewed the larger list for conflicts of interest and independence concerns, as well as to gauge the general interest of the potential candidate(s) in a seat on the Board, and based on the results of that exercise, narrowed the list to two candidates.

The Committee instructed Mr. Meissner to initiate contact with both candidates and to conduct preliminary interviews. Mr. Meissner produced a candidate assessment report for each candidate inmid-September for the Committee’s review. The Committee agreed, based on Mr. Meissner’s candidate assessment reports, that both candidates were well qualified by way of their own professional accomplishments, as well as possessed at least three of the four skills and attributes defined as primary directives. Formal interviews with the Committee and Mr. Meissner occurred in late October with both candidates, and a final candidate was identified to be recommended for election to the Board in January 2020.

In January 2020, the Board approved the Committee’s recommendation and elected Mr. Brown to the Board to stand for election by our shareholders at the Annual Meeting. Expanded biographical information for Mr. Brown is included in the section entitledProposal 1: Election of Directors.

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The Board believes the Committee’s dedicated actions and well-planned process produced an outstanding result with the identification and recommendation of a highly qualified candidate with varied and extensive experience in a number of important areas that will enhance and preserve the Board’s existing strong skill set. The Board is dedicated to the importance of diversity in all respects, including professional experience and unique skill sets, age, and gender for sustainability in the long-term and ongoing value creation for our shareholders.

Shareholder Nominations

Shareholders who wish to recommend a nominee for consideration by the Committee may do so by sending the following information to the Committee c/o the Corporate Secretary at the address listed in the section entitledCorporate Governance – Governance Policies of the Board—Communication with the Board: (1) the name of the candidate with brief biographical information and his or her resume; (2) contact information for the candidate and a document evidencing the candidate’s willingness to serve as a Director if elected; and (3) a signed statement as to the submitting shareholder’s current status as a shareholder and proof of ownership of the number of shares currently held.

Additionally, nominations of persons for election to the Board may be made by any shareholder of the Company by submitting a nomination in compliance with all procedures set forth in Article IV –Nomination of Directors of the Company’s

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The Board believes there are general qualifications that all Directors must exhibit, and other qualifications, attributes, skills and experience that should be represented on the Board as a whole, but not necessarily by each Director.

Qualifications Required of All Directors

The Board requires that each Director be a person of high integrity and superior ethical character with a proven record of leadership and accomplishment in his or her chosen field. Each Director must demonstrate innovative and independent thinking, understand complex principles of business, finance, and utility regulation, and demonstrate familiarity with and respect for corporate governance requirements and practices. Directors must also comply unequivocally with the Code of Ethics, and be free of conflicts or potential conflicts of interest, and other than Mr. Schoenberger,a sufficient number of Directors must meet the requirements of independence as set forth by the NYSE, as appropriate. Directors must be willing and able to dedicate the proper amount of time and effort to service on the Board as necessary to fulfill his or her responsibilities to the Company,as a Director, and must not serve on more than two public company boards if currently holding a position of chief executive officer or an equivalent position, or on more than three public company boards if serving in an alternate role, or if retired.

Qualifications, Attributes, Skills and Experience to be Represented on the Board

The Board has identified particularcertain qualifications, attributes, skills, experience and experiencebackground that it believes are important to be represented on the Board as a whole.Board. The Nominating and Governance Committee is charged with the responsibility of tracking the Directors’ professional experience and skill sets with a board inventory matrix (the “Skills Matrix”). The Skills Matrix lists each Director and his or her professional experience and skill sets in categories considered by the Board and the Committee to be advantageous to the regulated utility business, as well as for a company of Unitil’s size and complexity. The Committee uses this information to assess overall Board composition and to identify existing and potential gaps in the skill sets of Directors. This information is also used for recruiting purposes when there is a vacancy, or an expected vacancy, on the Board. The Skills Matrix has proven to be a valuable tool in this assessment exercise. The Board strives to represent a meaningful cross-section of business and industry experience, education, and specialized skill sets with a group of diverse individuals who add the element of quality to the Company’s corporate governance framework, and who fairly and without compromise execute their fiduciary duty to serve the best interests of Unitil’s shareholders and all of the Company’s stakeholders.

Directors standing for reelection are also evaluated by the Committee for

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The Skills Matrix Summary outlines certain essential key qualifications and experience that the Board believes should be represented on the Board for optimal oversight of our business and the effective exercise of its fiduciary duty to shareholders. Directors standing for reelection are also evaluated by the Committee for recommendation to the Board using a set procedure based on the expectations of Board members, which is provided to all members of the Board and reviewed annually. The evaluation includes contribution to the Board and committees served upon; unique skills, expertise and attributes; attendance and preparedness; and willingness to continue serving. Overall continuity and chemistry of the Board are also considerations, as well as factors relating to the composition of the Board, such as size and structure, and also the diversity of backgrounds, perspectives, experience and skills among its members. Lengthy tenureTenure on the Board is considered to be a uniquely valuable qualification in the highly regulated utility industry.

In July 2019, the Nominating and Governance Committee conducted an exercise with the full Board to review and update the Skills Matrix. The exercise involved a self-evaluation by each Board member concerning what they perceive to be their own primary and secondary skills within the Skills Matrix. The findings of the exercise were evaluated and discussed by the Committee, and as a result, several new skills were added to the Skills Matrix. The exercise also defined the Board’s strongest skills sets asC-Suite experience, financial expertise, strategic planning, and utility operations and regulation.

BOARD DIVERSITY

Although the Board does not have a formal diversity policy, it does seek to maintain optimum Board heterogeneity through an appropriate balance of diversity of backgrounds, perspectives, tenure, professional experience and skills among its members. The Board believes that a variety of points of view and experiences contributes to a more effective decision-making process, and considers diversity of gender, age, competencies, and professional experience in the evaluation of all candidates for Board membership. The Board also considers how the experience and skill set of each Director nominee complements those of existing Directors and fellow Director nominees to create a balanced Board with diverse viewpoints and deep expertise.

Skills Matrix Summary Utility Operations CEO/Senior Leadership Experience High Level Financial Aptitude Utility Regulation Regional Knowledge/Expertise Public Policy

TRANSACTIONS WITH RELATED PERSONS

The Audit Committee is responsible for reviewing and approving, as appropriate, all Related Person Transactions (as defined below), in accordance with its charter (the “Audit Committee Charter”). As a result, the Audit Committee has adopted procedures for such review and approval and included such procedures in the Company’s our

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Corporate Governance Guidelines. The CompanyUnitil had no Related Person Transactions in 2016,2019, and there are no Related Person Transactions currently proposed for 2017.2020. A “Related Person Transaction” means any transaction for which disclosure is required under the terms of Item 404(a) of SEC RegulationS-K involving the Company and any Related Person. A “Related Person” is defined in Item 404(a) of SEC RegulationS-K.

Transactions between the CompanyUnitil or one or more of its subsidiaries and one or more Related Persons (as defined below) may present risks or conflicts of interest or the appearance of conflicts of interest. The Company’sOur Code of Ethics generally requires all employees, officers and Directors without exception, to avoid engagement in activities or relationships that conflict, or would be perceived to conflict, with the Company’sour interests or adversely affect itsour reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review and approval to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to the Companyus than could be obtained from an unrelated person.

RELATED PERSON TRANSACTIONS Review & Approval Procedure Requirements   ◾ all Related Person Transactions and all material terms of the transactions shall be communicated to the Audit Committee for evaluation, including, but not limited to the approximate dollar value of the amount involved in the transaction, and all material facts as to the Related Person’s direct or indirect interest in, or relationship to, the Related Person Transaction ◾ each Related Person Transaction, and any material amendment or modification to any Related Person Transaction, must be reviewed and approved or ratified by the Audit Committee				RELATED PERSON TRANSACTIONS Basis for Audit Committee Evaluation of Transactions ◾ information provided by members of the Board during the required annual affirmation of independence, at which the members of the Audit Committee will be present ◾ applicable responses on Directors’ and Officers’ Questionnaires submitted by Directors and officers and provided to the Audit Committee by the Corporate Secretary or Internal Auditor ◾ background information on nominees for Director provided by the Nominating and Governance Committee ◾ any other applicable information provided by any Director or officer of the Company

In connection with the review and approval or ratification, if appropriate, of any Related Person Transaction, the Audit Committee will consider whether the transaction will compromise the Company’sour professional standards included in its Code of Ethics. In the case of any Related Person Transaction involving an outside Director or nominee for Director, the Audit Committee will also consider whether the transaction

RELATED PERSON TRANSACTIONS Review & Approval Procedure Requirements all Related Person Transactions and all material terms of the transactions shall be communicated to the Audit Committee for evaluation, including, but not limited to, the approximate dollar value of the amount involved in the transaction, and all material facts as to the Related Person’s direct or indirect interest in, or relationship to, the Related Person Transaction each Related Person Transaction, and any material amendment or modification to any Related Person Transaction, be reviewed and approved or ratified by the Audit Committee RELATED PERSON TRANSACTIONS Basis for Audit Committee Evaluation of on Transactions information provided by members of the Board during the required annual affirmation of independence, at which the members of the Audit Committee will be present applicable responses on Directors’ and Officers’ Questionnaires submitted by Directors and officers and provided to the Audit Committee by the Corporate Secretary or Internal Auditor background information on nominees for Director provided by the Nominating and Governance Committee any other applicable information provided by any Director or officer of the Company

will compromise the Director’s status as an independent Director as prescribed in the NYSE Listed Company Manual, Section 303A, Independent Directors. The procedures followed by the Audit Committee to evaluate transactions with Related Persons are also available in the Corporate Governance portion of the Investor Relations section of the Company’sour website atwww.unitil.com/unitil.com/investors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The subsection entitledSection 16(a) Beneficial Ownership Reporting Compliance within theShare Ownership section of this proxy statement is incorporated herein by reference.

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A sustainable future requires engagement at all levels in order to ensure long-term value creation benefiting our customers, employees, investors and all stakeholders. Sustainability refers to our ability to achieve our mission and create value over the long term. It also refers to our ability to anticipate the need for change and to embrace new technology in order to meet the evolving expectations of our customers and investors. Embedding sustainability into our business strategies and using it as a lens to guide the direction of the Company is essential to achieving our long term operational and financial goals within a changing environmental and social landscape. We believe continued focus on our mission, vision, values and goals, and managing the critical success factors outlined in our strategic plan will ensure ongoing profitability and long-lasting growth for the benefit of our customers, employees, investors, and all stakeholders.

Our Approach to Sustainability

Our approach to corporate sustainability reflects a broad set of objectives including superior customer service, affordable rates, service to our communities, environmental stewardship, a steadfast commitment to safety, and the growth and well-being of our employees. We integrate our RISE values (Respect, Integrity, Stewardship and Excellence) into our strategic planning process. Our values state clearly that sustainability initiatives are fundamental to and firmly rooted in our culture. Thistop-to-bottom emphasis on the very nature of sustainability assures long term benefits and value creation, and reflects our commitment to our corporate responsibilities to our investors, employees, customers, and society at large.

Sustainability Practices and Priorities

As part of our strategic planning process, we defined four key areas that we believe will be central to all utilities as the transition to a sustainable future continues. By looking closely at each of these areas, we’ve identified practices and priorities that demonstrate our commitment to sustainability in support of our stakeholders while simultaneously showcasing our corporate culture in action.

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Sustainability and Strategic Planning

We believe that ensuring the core elements of our business, including safety, reliability andtop-tier customer service, remain sustainable is an important focus. Our industry is evolving, and our strategic plan is designed to help us position ourselves as part of the solution to long term policy goals for our region.

As a central element of our strategic planning process, we have looked at the landscape of the energy industry, our role in that space today, and what we see as our role going forward into the future. As a result, we have identified key areas of focus within both our mission and vision. By setting and achieving milestones in each Mission focus area while also creating new initiatives closely aligned with our Vision, we believe that we will be ideally positioned to succeed today and thrive for years to come.

Mission Focus

Our mission is to safely and reliably deliver energy for life and provide our customers with affordable and sustainable energy solutions. In our 2020 Strategic Plan, we identified six key areas of focus that we believe drive our mission forward on a daily basis. Four out of the six are tied directly to our sustainability priorities and are central to our pursuit of a sustainable future.

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Vision Focus

Corporate Sustainability and Responsibility Report

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The Board has the following standing committees: Audit Committee; Compensation Committee; Executive Committee; and Nominating and Governance Committee. The tables below provide a summary of each committee with respect to membership and primary responsibilities.

Audit Committee

Committee Chair◆

The Audit Committee is a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The Audit Committee operates under a written charter, which it reviews annually, and adopts amendments, if necessary, to reflect changes governing financial reporting and accounting requirements or its responsibilities. The Audit Committee Report, which appears in the section entitledAudit Matters, more fully describes the activities and responsibilities of the Committee.

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Compensation Committee

Committee Chair◆

 NOTES:

The Compensation Committee operates under a written charter, which it reviews annually and, as appropriate, amends to reflect changes in its responsibilities. The specific activities and responsibilities of the Compensation Committee are described in greater detail in the section entitled Compensation Committee Operations.

Executive Committee

Committee Chair◆

The Executive Committee operates under a written charter, which it reviews annually and, as appropriate, amends to reflect changes in its responsibilities.

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Nominating & Governance Committee

Committee Chair◆

 NOTES:

The Nominating and Governance Committee operates under a written charter, which it reviews annually and, as appropriate, amends to reflect changes in its responsibilities.

All Committees

The existence and activities of all committees of the Board do not alter the traditional roles and responsibilities of the Company’sUnitil’s management. All committees may delegate authority to individuals or subcommittees when it deems appropriate.they deem appropriate, subject to applicable laws, rules or regulations. However, in delegating authority, a committee shall not be absolved from the responsibilities designated under the terms of its respective charter. All committees shall undertake any other action or exercise such other powers, authority, duties and responsibilities as necessary or appropriate to the discharge of the duties and responsibilities set forth in its chartertheir respective charters or the Company’sour Bylaws, or otherwise required by the listing standards of the NYSE or other applicable laws, rules or regulations, or as shall otherwise be determined by or assigned by the Board.

The charters for each of the standing committees are available in the Corporate Governance portionsection of the Investor Relations section of the Company’sour website atwww.unitil.com/unitil.com/investors, or in print to any shareholder or other interested party, free of charge upon request to the Office of the Secretary, Unitil Corporation, 6 Liberty Lane West, Hampton, NH 03842-1720; or toInvestorRelations@unitil.com; or by calling toll free800-999-6501.

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AUDIT COMMITTEE REPORT

The following report is submitted by the Audit Committee of Unitil Corporation with respect to the Company’sUnitil’s audited financial statements for the fiscal year ended December 31, 2016.2019.

In discharging its oversight responsibility regarding the audit process, the Audit Committee has discussed with Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2016,2019, the matters required to be discussed by the statement on Auditing StandardStandards No. 1301.61, as amended (AICPA, Professional Standards, Volume 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOBPublic Company Accounting Oversight Board regarding Deloitte’s communications with the Committee concerning independence and has discussed with Deloitte the firm’s independence with respect to the Company.Unitil.

During 2016,2019, the Audit Committee members received the Company’sUnitil’s quarterly financial information for review and comment prior to the filing of each of the Company’sUnitil’s Forms10-Q with the SEC. In fulfilling its responsibilities relating to the financial statements, the Committee also reviewed and discussed the Company’sUnitil’s significant accounting policies and the audited financial statements of the Company for the fiscal year ended December 31, 20162019, with management and Deloitte. Based on the review and discussions with management and Deloitte, the Committee recommended to the Board that the audited financial statements be included in the Company’sUnitil’s Annual Report on Form10-K for the fiscal year ended December 31, 2016,2019, for filing with the SEC.

Audit Committee Members

Dr. Robert V. Antonucci, Edward F. Godfrey, Michael B. Green (chairman)(chair), Justine Vogel and David A. Whiteley

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PRINCIPAL ACCOUNTANT FEES & SERVICES

The following table presents fees for professional services rendered by Deloitte, the Company’sUnitil’s independent registered public accounting firm, for the fiscal years ended December 31, 20162019 and 2015.2018.

Audit Fees

In 20162019 and 2015,2018, this category includes fees incurred for professional services rendered by Deloitte for reviewing the quarterly financial statements included in the Company’sour Quarterly Reports on Form10-Q, auditing the Company’sour annual financial statements included in the Company’sour Annual Report on Form10-K, and auditing the Company’sour internal control over financial reporting.

Audit-Related Fees

In 20162019, this category includes fees incurred of approximately $30,000 for professional services rendered by Deloitte in connection with a registration statement we filed with the Securities and 2015,Exchange Commission. In 2018, Deloitte did not perform any audit-related services.

Tax Fees

In 20162019 and 2015,2018, Deloitte did not perform any tax services.

All Other Fees

In 20162019 and 2015,2018, Deloitte did not perform any services that are not included in the above categories.

AUDIT COMMITTEEPRE-APPROVAL POLICY

The Audit Committee has adopted a formal policy concerning approval of audit andnon-audit services to be provided by the independent registered public accounting firm engaged to audit the Company’sour consolidated financial statements. The policy requires that all services to be provided by the independent registered public accounting firm, including audit services and permitted audit-related andnon-audit services, must bepre-approved by the Committee. The Committeepre-approved all audit, audit-related, tax and all other services provided by Deloitte during fiscal 20162019 and 2015.

Fiscal 2016 Fiscal 2015 Audit Fees $692,000 $668,500 Audit-Related Fees $0 $0 Tax Fees $0 $0 All Other Fees $0 $0 Total Fees $692,000 $668,500

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COMPENSATION COMMITTEE OPERATIONS

The Compensation Committee is appointed annually by the Board and is responsible for oversight of the executive compensation program. The Committee has overall authority to establish goals and objectives and to interpret the terms of the Company’sour compensation policies, including base salary, incentive compensation, equity compensation, sales commissions, and benefits programs. The Committee discharges its oversight responsibilities by carrying out the specific functions outlined in its charter (the “Compensation Committee Charter”). See the section entitledCompensation - Compensation of Named Executive Officers - Compensation of Directorsfor information on the Nominating and Governance Committee’s work regarding Directors’ compensation.

The Committee has the authority to delegate some of its responsibilities to individuals or subcommittees of the Committee’s choice.choice, subject to applicable laws, rules or regulations. However, such delegation does not, and will not absolve the Committee from the responsibilities that it bears under the terms of the Compensation Committee Charter.

The Committee has the authority to invite Executive Officers,executive officers, members of management or other guests to attend its meetings, to perform research, or to provide relevant information or recommendations. AtIn 2019, at the Committee’s request, Mr. Schoenbergerthe CEO and Mr. Long servethe Vice President of People, Shared Services and Organizational Effectiveness served the Committee in a consultative capacity, providing data and analytical support, as well as management perspective and recommendations relative to employee compensation and benefits, including executive compensation. Mr. Long is excluded from deliberations and decisions regarding Executive Officer compensation. Mr. Schoenberger participates in the discussions and decisions regarding salaries and incentive compensation for the Executive Officers of the Company reporting directly to him. Mr. Schoenberger is excluded from deliberations and decisions regarding his own salary and incentive compensation.

The Committee also has the authority to retain or obtain the advice of outside counsel, compensation consultants or other advisors to advise the Committee as it deems appropriate or necessary in its sole discretion.necessary. The Committee is directly responsible for the appointment, retention terms (including compensation), and oversight of the work of any adviser it retains. Prior to retaining or obtaining advice from an adviser, the Committee will consider factors relevant to the adviser’s independence from management to the extent required by the NYSE listing standards.

Since 2009, theThe Committee has regularlyperiodically engaged a compensation consultant, Willis Towers Watson (“Willis Towers”), to provide the Committee with compensation study data, including data from selected peer companies and compensation marketplace survey analysis, as well as to provide various recommendations based on study findings and industry trends for the Committee’s consideration. Willis Towers is engaged by and reports directly to the Compensation Committee. Willis Towers receives compensation only for services related to executive compensation, employee benefits and general compensation issues,matters, and neither it nor any affiliated company provides any other services to the Company.us or our subsidiaries.

In 2014,March 2019, the Compensation Committee engaged Willis Towers to prepareconduct a comprehensive review and assessment of senior management compensation, analysisincluding the CEO and CFO compensation,non-union employee compensation, employee benefits, and directors’ compensation, (the “2014“2019 Compensation Analysis”), which included. The Committee requested Willis Towers to provide an in depth studyassessment of chief executive officercurrent levels of

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competitive compensation salary survey data and broad-based benefit programs to assist the Committee with its decisions concerning 2020 compensation. See the section entitledCompensation - Compensation Discussion and Analysisfor comparable industry executives and middle management, and benefits. The Compensation Committee usedadditional information on the information in the 20142019 Compensation Analysis for decisions concerning executive compensationand the Committee’s work in 2019 regarding compensation-related matters for the 20152020 compensation year.

In 2015,2019, we incurred total expenses of $144,097 for services rendered by Willis Towers. The services were approved by the Compensation Committee again engagedas part of the Willis Towers 2019 engagement.

In addition, we requested and received information from Willis Towers to assess the competitiveness of the compensation of the Named Executive Officers (the “2015 Assessment”) using the 2014 Compensation Analysis as a foundation with updated information from published compensation surveys, including base salary, total cash compensation (base plus annual incentives), and total direct compensation (base plus annual incentives plus long-term incentives). The Committee used the information from the 2015 Assessment as a reference point, or benchmark, upon which to base its compensation decisions for Named Executive Officers, including the CEO, for the 2016 compensation year.

The 2014 Compensation Analysis and the 2015 Assessment as well as the Committee’s use of the 2014 Compensation Analysis and 2015 Assessment are described in greater detail in the section entitledCompensation Discussion and Analysis.

In 2016, in order to prudently manage outside consulting expenses,assist the Committee decided to forego a yearin determining whether its work raised any conflict of special consulting work related to executive compensation, and to instead simply utilizeinterest. Based on the existing compensation programs which were previously found to be reasonable and competitive in design and operation. The Committee decided to next engageresponses provided by Willis Towers in a reviewits completed Conflict of executive compensation during 2017.Interest Questionnaire, there were no conflicts of interest in 2019.

COMPENSATION COMMITTEE INTERLOCKS & INSIDER PARTICIPATION

The current members of the Compensation Committee are not current or former officers or employees of the Company.Unitil. No member of the Committee has any relationship requiring disclosure under Item 404 ofRegulationS-K, Transactions with Related Persons. In addition, no Executive Officernone of the Company servesour executive officers serve on the board of directors or compensation committee of another company where an executive officer of the other company also serves on the Board or Compensation Committee.

RISK AND BROAD-BASED COMPENSATION PROGRAMS

After review and evaluation of the Company’sour compensation policies and practices, including the annual incentive award performance metrics, variable andnon-variable pay mix, and limitednon-performance payouts, the Compensation Committee determined, and management agreed, that the risks arising from the Company’sour compensation policies and practices are not likely to have a material adverse effect on the Companyus because (a) the Company’sour compensation program is designed with performance metrics sufficiently difficult to be balanced and not motivate management to strive for strong performance without encouraging imprudent or excessive risk-taking by Executive Officersexecutive officers or other employees, (b) the Company doeswe do not use incentives that encourage short-term, high-risk strategies at the expense of long-term performance and value, (c) the Compensation Committee has significant discretion in its determination of incentive

compensation awards, (d) the Compensation Committee considers distinct quantitative factors with regard to incentive compensation, (e) the Compensation Committee considers qualitative factors, such as the difficulty of achieving goals and challenges faced during the year, to encourage employees and Executive Officersexecutive officers to consider and balance all aspects of the Company’sour Strategic Plan, both short- and long-term, and (f) the variable andnon-variable pay mix is proportionally weighted for Executive Officersexecutive officers and all employees.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction2019 HIGHLIGHTS

In 2016, the Company2019, we continued to show strong operating and financial results, which have translated into greater returns for our shareholders. Selected highlights of 20162019 are outlined below.

We experienced another successful year in 2019, with record earnings continuing a string of improving performance and growth. Net income grew to $27.1$44.2 million in 2016,2019, an increase of 3.0%$11.2 million compared to 2015.2018. Earnings per share grew to $1.94$2.97 per share, an increase of 2.6%$0.74 compared to 2015. Unitil’s financial2018. These results have continued to improve notably overinclude aone-timenet-gain of $9.8 million, or $0.66 earnings per share, from the past several years, with net income growing at an annual ratedivestiture of 7.9% since 2013,ournon-regulated business, Usource. However, the foundational elements of our business - the safe, reliable and EPS growing at an annual rateaffordable delivery of 7.3% over the same period. The positive financial results are largely driven by continuedelectricity and natural gas customer and sales growth, higher investmentto our customers - resulted in gas and electric utility rate base, a successful regulatory agenda, and cost management. Again in 2016, Unitil achieved outstanding gas safety, as well asstrong earnings for the best electric reliability inCompany independent of this divestiture.		(1)  Unitil data provided by the Edison Electric Institute. S&P 500 and S&P 500 Utility Index data provided by Standard & Poor’s.
		The chart above shows how a $100 investment in the Company’s history. Distribution cost per customer was among the lowest for both gas and electric customers as comparedCommon Stock on December 31, 2014 would have grown to peer utility companies in the northeast.

For the five-year period ended December 31, 2016, Unitil’s total shareholder return (“TSR”) was 98%, a return that outperformed the Company’s peer group at 64% over the same period. Of the 44 investor-owned utilities that appear in the Edison Electric Institute’s Utility Index, Unitil’s TSR is in the top 10 for theone-year period ended December 31, 2016.

Unitil’s annual common stock dividend of $1.42 per share in 2016 provided a dividend yield of approximately 3.1%, based on the closing stock price of $45.34 per share on December 30, 2016. Unitil has paid an annual common stock dividend every year since trading on the open market began in 1984. In addition, on January 25, 2017, the Board of Directors voted to increase the annual dividend to $1.44 per share.

Comparative Five-Year Cumulative Total Returns (1) (1) Unitil data provided by the Edison Electric Institute. S&P 500 S&P 500 Utility Index data provided by standard & Poor’s. The chart above shows how a $100 investment in the Company’s Common Stock on December 31, 2011 would have grown to $198 on December 31, 2016,$197 on December 31, 2019, with dividends reinvested quarterly. The chart also compares the total shareholder return on the Company’s common stock to the same investment in the S&P 500 Index and the Company’s peer group, defined as the S&P Utility Index, over the same period, with dividends reinvested quarterly.

In 2019, we realized the seventh consecutive year of increased earnings and successfully met strategic and

operational goals. Our positive financial results are largely driven by continued electric and natural gas customer and sales growth, favorable impacts of weather, a successful regulatory agenda, and the region’s strong and growing economy.

In addition to strong financial results, our continued focus on superior customer service and operational performance will ensure the safe and reliable delivery of natural gas and electricity. Our service areas continue to benefit from robust growth with over $7.8 billion of new construction planned or underway, which indicates significant growth opportunities in the years ahead.

For the five-year period ended December 31, 2019, our total shareholder return was 97%, a return that outperformed our S&P Utilities Index peer group at 63% over the same period. In November 2019 we were

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recognized as the top performing company among small cap utilities in the EEI (Edison Electric Institute) Index, based on total shareholder return rankings among EEI Index companies for the five year period ending September 30, 2019.

Our annualized common stock dividend of $1.48 per share in 2019 provided a dividend yield of approximately 2.4%, based on the closing stock price of $61.82 per share on December 31, 2019. We have paid an annual common stock dividend every year since trading on the open market began in 1984. In addition, on January 29, 2020, the Board of Directors voted to increase the annualized dividend to $1.50 per share.

EXECUTIVE COMPENSATION POLICIES

EXECUTIVE COMPENSATION RECOVERY POLICY

In the event we are required to prepare an accounting restatement of our financial statements due to the material noncompliance with any financial reporting requirement under the securities laws, we are entitled to recover any excess performance-based compensation (all annual incentives and long-term incentives, whether in cash, in equity, or otherwise, with performance features based on Unitil’s or a group’s performance) received by any current or former covered executive during the three-year period immediately preceding the date on which we are required to prepare an accounting restatement. To the extent allowed by applicable law and the listing standards of the New York Stock Exchange, we may seek to recover any such excess performance-based compensation at the direction of the Compensation Committee after consideration of the costs and benefits of doing so, and as approved by Board.

EXECUTIVE STOCK OWNERSHIP POLICY

appointment to obtain the required shares of stock. Additional information concerning the current share ownership of our Directors and officers can be found in the section entitled Share Ownership—Beneficial Ownership.

EXECUTIVE STOCK RETENTION POLICY

The Board believes that our executive officers should own a significant number of shares of our common stock to properly align their interests with those of our shareholders. All Named Executive Officers are required to hold all forms of equity received as compensation until retirement or other separation from the Company. The Board, in its sole discretion, may approve a waiver to this policy as circumstances may warrant. To date, no such waivers have been proposed or approved.

PROHIBITION ON HEDGING AND/OR PLEDGING COMPANY STOCK POLICY

All members of the Board and the executive officers are prohibited from engaging in short sales or engaging in any hedging transaction with respect to Unitil common stock, as well as engaging in any transactions that result in pledging, or using as collateral, shares of Unitil common stock in order to secure personal loans or other obligations, including any shares that may be a margin account.

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Compensation Philosophy and Administration

The Compensation Committee is responsible for oversight of theour executive compensation program. The Committee, the Board and the Company recognize the value and importance of sound principles for the development and administration of competitive compensation and benefit programs. The Company believesWe believe that its executive compensation program (i) is instrumental in the achievement of its short-term and long-term strategic and business objectives, (ii) provides appropriate rewards for the fulfillment of strong operational and financial performance and (iii) provides appropriate rewards for practicing the Company’s

Committee utilizes a set of guiding principles for settingin the design and implementation of the Company’s executive compensation program, which are discussed below.outlined above. In 2019, the Committee conducted a review of the guiding principles with a particular focus on pay equity across similar positions in the Company. The Committee considers pay equity to be a key factor to be considered in the oversight of compensation policy, and subsequently amended the guiding principles to include this important element. Additional information concerning the processes and operational procedures followed by the Committee can be found in the section entitled Compensation—Compensation Committee Operations.

Compensation Policy & Process

The principal objective of Unitil’sour executive compensation program is to attract, motivate, retain and reward highly qualified employees who are committed to the achievement of solid financial performance, outstanding service to customers, and excellence in the management of the Company’sour assets. It is the Company’sour belief that a strong sense of teamwork and shared responsibility are vital components in the achievement of strong performance. The Company’sOur incentive compensation reflects and supports this philosophy with an appropriate balance of both financial and operational goals that apply to the entire management team. See the section entitledCompensation - Compensation Discussion and Analysis –Elements of Compensation for a discussion of the specific goals set, and results achieved, for 2016. The Company2019. We also believesbelieve that retention of talented and dedicated key executives will help ensure continued focus on the achievement of long-term growth in shareholder value and overall sustainability, which in turn will provide significant benefitbenefits to all of the Company’sour stakeholders, including shareholders, customers and employees.

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Compensation Policy – What We Do and What We Don’t Do

The guiding principles utilized by the Compensation Committee continuously strives to make improvements to our executive compensation policies. Below is a summary of what we do and what we do not do with respect to executive compensation, the totality of which the Committee and the Board believe aligns with the long-term interests of our shareholders as well as with today’s commonly accepted best practices in the design and implementation of the Company’s executive compensation program are outlined below.market.

EXECUTIVE COMPENSATION - GUIDING PRINCIPLES Annual compensation (currently definedThe Committee defines “annual compensation” in its Guiding Principles as base“base salary, cash incentive and equity compensation for the Company’s employees, including the Executive Officers) should generally target the national market median, which is defined as the middle, or the 50th percentile, of the compensation marketplace. The compensation methodology for determining base pay increases should be the same for all executive positions including the CEO and other Named Executive Officers. The compensation methodology should include a consistent formula for determining each component of annual compensation based on both objective and verifiable market data and on attainment of selected performance measures from the Company’s approved strategic plan (the “Strategic Plan”).compensation.”

Compensation Committee: Compensation Decisions

Historic Background: 2014 Comprehensive Compensation Analysis

To aid in its decision-making process, in both 2014 and 2015, the Compensation Committee engaged compensation consulting firm Willis Towers to prepare anin-depth analysis of executive compensation.

2014: 2015 Compensation Decisions

In 2014, Willis Towers provided the Committee a comprehensive compensation analysis (the “2014 Compensation Analysis”) which included chief executive officerCEO compensation, salary survey data for comparable industry executives and middle management, and benefits.

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The 2014 Compensation Analysis scope included an overall analysis of the Company’sour compensation as it relates to and supports the Company’sour business strategy, and detailed information on executive compensation, as well as a review of the research methodology and process, key findings with regard to base salary and incentive compensation, program assessment, and several recommendations for changes.				2014 Compensation Analysis Scope
		◾		Detailed review of compensation for executives (including Named Executive Officers) – including defining the competitive marketplace and selected peer group, and assessing the competitiveness and mix of total compensation, appropriateness of cash and equity incentive programs, and competitiveness of key benefit programs.
		◾		Competitive assessment ofnon-union cash compensation for 92 positions covering 145 incumbents in the general employee population – including cash compensation, appropriateness of salary structure, and analysis of incentive targets.
		◾		Review of broad-based benefit program design to ensure competitiveness of total compensation.
The Compensation Committee used the information in the 2014 Compensation Analysis (a) to gain a
general understanding of compensation practices, (b) as a reference point, or benchmark, upon which to base its compensation decisions and (c) to analyze each Executive Officer’s, including the CEO’s, compensation for 2015.

the information in the 2014 Compensation Analysis (a) to gain a general understanding of compensation practices, (b) as a reference point, or benchmark, upon which to base its compensation decisions and (c) to analyze each executive officer’s, including the CEO’s, compensation for 2015.

Willis Towers used two sources of data in the 2014 Compensation Analysis for assessment of the Company’sour position in the compensation marketplace:

Compensation Data from Published Compensation Surveys.

Compensation data from published compensation surveys focused on comparably sized organizations in the utility sector and general industry sector (for “cross industry” positions)¹. Published survey data weresize-adjusted based on revenue, employee regression and/or scope parameters. Because the surveys are confidential, the specific data selected by Willis Towers did not indicate survey participants by company name.

2014 COMPENSATION ANALYSIS Nature & Scope Detailed review of compensation for executives (including Named Executive Officers) – including defining the competitive marketplace and selected peer group, and assessing the competitiveness and mix of total compensation, appropriateness of cash and equity incentive programs, and competitiveness of key benefit programs. Competitive assessment ofnon-union cash compensation for 92 positions covering 145 incumbents in the general employee population – including cash compensation, appropriateness of salary structure, and analysis of incentive targets. Review of broad-based benefit program design to ensure competitiveness of total compensation.

Compensation Data from Proxy Filings.

Compensation data was extracted from publicly available proxy filings for a selected group of 16 publicly traded utility companies with annual revenues between $81 million and $1.6 billion (the “2014 Peer Group”)². The Compensation Committee used this data to analyze only the CEO’s compensation, with the objective of ensuring that the CEO’s total compensation was reasonable, competitive and consistent with pay practices at peer companies.

For the proxy-based market analysis, Willis Towers prepared a benchmarking assessment using position-specific market data to compare Unitil’s current compensation levels for the CEO with compensation levels for comparable positions in the 2014 Peer Group. Market data for total direct compensation elements were extracted for the 25^th percentile, the median (50^th percentile), and the 75^th percentile.

Due to the fact that Unitil’s size (based on fiscalyear-end 2013 revenues and number of employees) was approximately equal to the 25^th percentile of the 2014 Peer Group companies, the Compensation Committee targeted the 25^th percentile within this data set.

For the published survey-based analysis, Willis Towers used benchmark matches for all positions (including the CEO) in its assessment. For all published survey-based data, market values reflected the size/scope of Unitil’s revenues and employee count through use of regression analysis (or tabular groupings where regression data were not available). Because the published survey databases cover a vast number of benchmark positions in the utility industry sector and general industry sector, Willis Towers advised the Compensation Committee that the median (50^thpercentile) of the published survey-based data set approximated the 25^th percentile of the smaller proxy-based data set. The Committee determined that the median (50^th percentile) of the marketplace when using information from the published survey-based data set was an appropriate target.

The Compensation Committee used the information in the 2014 Compensation Analysis as a reference point, or benchmark, upon which to base its compensation decisions for the 2015 compensation year. The Committee also considered and discussed various recommendations from Willis Towers based on study findings and industry trends.

DIRECT COMPENSATION ELEMENTS Market Data Base salary Target annual incentive compensation Actual total cash compensation (base salary plus most recent actual annual incentive payment) Long-term incentive expected value granted during the most recent year Actual total direct compensation (actual total cash plus the expected value of long-term incentives)

2015: 2016 Compensation Decisions

In 2015, at the request of the Compensation Committee, Willis Towers prepared an assessment of the competitiveness of the compensation of the Named Executive Officers (the “2015 Assessment”) using the 2014 Compensation Analysis as a foundation with updated information from published compensation surveys, including base salary, total cash compensation (base plus annual incentives), and total direct compensation (base plus annual incentives plus long-term incentives). The Committee assessed the competitiveness of each Named Executive Officer’s compensation in the context of market practices and Unitil’s compensation philosophy, which is to target the national market median, or 50^th percentile, of the compensation marketplace in the published compensation surveys. The Committee also used information from 2015 proxy statements of the Company’s utility company peer group, at the 25^th percentile target, as a secondary source to assess CEO compensation competitiveness.

Compensation Data from Published Compensation Surveys

Compensation data from published compensation surveys focused on comparably sized organizations in the utility sector and general industry sector (for “cross industry” positions)¹. Published survey data weresize-adjusted based on revenue, employee regression and/or scope parameters. Because the surveys are confidential, the specific data selected by Willis Towers did not indicate survey participants by company name.

Compensation Data from Proxy Filings

Compensation data was extracted from publicly available proxy filings for a selected group of 16 publicly traded utility companies with annual revenues between $81 million and $1.6 billion (the “2014 Peer Group”)². The Compensation Committee used this data to analyze only the CEO’s compensation, with the objective of ensuring that the CEO’s total compensation was reasonable, competitive and consistent with pay practices at peer companies.

For the proxy-based market analysis, Willis Towers prepared a benchmarking assessment using position-specific market data to compare our current compensation levels for the CEO with compensation levels for comparable positions in the 2014 Peer Group. Market data for total direct compensation elements were extracted for the 25^th percentile, the median (50^th percentile), and the 75^th percentile.

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