UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment (Amendment No. )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Aqua America, Inc.

(Name of Registrant as Specified In Its Charter)

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

ESSENTIAL UTILITIES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): ☒ x No fee required. ☐ o Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and 0-11. 1) (1) Title of each class of securities to which transaction applies: 2) (2) Aggregate number of securities to which transaction applies: 3) (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) (4) Proposed maximum aggregate value of transaction: 5) (5) Total fee paid: ☐ o Fee paid previously with preliminary materials:materials. ☐ o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the formForm or scheduleSchedule and the date of its filing. 1) (1) Amount previously paid: Previously Paid: 2) (2) Form, Schedule or Registration Statement No.: 3) (3) Filing Party: 4) (4) Date Filed:             AQUA AMERICA, INC. 2018 ANNUAL MEETING OF SHAREHOLDERS   Christopher H. Franklin Chairman, President, “We are steadfast in our commitments – investing in infrastructure, operational excellence, environmental stewardship and rigorous safety standards – which improve reliability and service for our customers, provide consistent return for shareholders and contribute to the economic prosperity of communities we serve.” Chief Executive Officer   LETTER TO OUR SHAREHOLDERS   Dear Fellow Shareholder,To Our Shareholders   We look forwardOn behalf of your Board of Directors, I am pleased to seeinginvite you atto attend the 2020 Annual Meeting of the Shareholders of Essential Utilities, Inc. to be held on Wednesday, May 6, 2020 in Pittsburgh, Pennsylvania. This will be our 2018first Annual Meeting of Shareholders which will be held on Tuesday, May 8, 2018 atfollowing the Drexelbrook Banquet Facility & Corporate Events Center, 4700 Drexelbrook Drive, Drexel Hill, PA 19026 at 8:30 a.m. local time.closing of the acquisition of Peoples Natural Gas, and the changing of our name from Aqua America, Inc. to Essential Utilities, Inc.   In connectionThe combination of these two companies, each of which have been in existence for more than 130 years, will provide an opportunity to make a substantial contribution to the improvement in our nation’s infrastructure while simultaneously adding shareholder value. Peoples Natural Gas, the nation’s fifth largest natural gas local distribution company, adds 745,000 new utility customers to our existing platform, as the second largest publicly traded water utility with one million water and wastewater customer connections. Together, these two utilities, under Essential Utilities, Inc., are expected to invest nearly $1 billion a year to improve our nation’s infrastructure. Importantly, in the Annual Meeting,context of the transaction, the Company’s board and management remain optimistic in growing the water business; the addition of a natural gas utility platform is supplemental to the expected continued growth in our water business. As an example of the Company’s commitment to expanding the water and wastewater business, in October 2019, we announced an agreement to purchase the wastewater assets of the Delaware County Regional Water Control Authority (DELCORA), the largest municipal transaction in the Company’s history. Both the board and management remain confident in the continued growth in the water and wastewater business. For the beginning part of 2019, the Company’s stock price lagged industry stock multiples. We attribute the temporary lag to the market’s anticipation of the large equity and debt offerings that needed to be undertaken to finance the acquisition of Peoples Natural Gas. After the successful completion of the debt and equity offerings, the market and stock price reacted positively, and we finished the year with a total return to shareholders of 40%. Our transaction with Peoples Natural Gas has given us an opportunity to revisit our compensation plans and our ESG (Environmental, Social and Governance) initiatives. Reflected in this proxy statement, you will recognize a marked difference in our approach. After listening carefully during more than 500 meetings with investors in 2019, we have prepared a Noticeincorporated much of Annual Meeting of Shareholders, a Proxy Statement,that feedback into our approach to compensation and our 2017 Annual Report. On or about March 29, 2018, we began mailingcorporate strategy. The 2020 proxy statement includes information regarding matters important to our shareholders about these materials or a Notice of Availability of Proxy Materials containing instructions on how to access these materials online.efforts.   Whether you plan on attending the Annual Meeting in person or not,You will notice one change immediately - we encourage youhave enhanced our disclosures and made our proxy statement easier to read the Proxy Statement and all other materials and vote your shares. You may vote over the Internet, by telephone, or, if you received or requested to receive printed proxy materials, by signing, dating, and returning the proxy card enclosedunderstand. We are pleased with the proxy materials in the postage-paid enveloperesults and hope that is provided.you are as well.   I am honored to serve as the Thank you for your confidence in Essential! Sincerely, Christopher H. Franklin Chairman, President and Chief Executive Officer of what I believe is the best water and wastewater company in the nation, and I look forward to seeing you at our Annual Meeting in May. March 27, 2020 Sincerely, Christopher H. FranklinESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   1 AQUA AMERICA, INC. 762 W. Lancaster Avenue Bryn Mawr, Pennsylvania 19010 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Tuesday, May 8, 2018 at 8:30 A.M. local time TheNotice of Annual Meeting of Shareholders of AQUA AMERICA, INC. (the “Company”) will be held at theDrexelbrook Banquet Facility & Corporate Events Center, 4700 Drexelbrook Drive, Drexel Hill, PA 19026onTuesday,May 8, 2018, at8:30 A.M., local time, for the following purposes:   1. Essential Utilities, Inc. 762 W. Lancaster Avenue Bryn Mawr, Pennsylvania 19010 The annual meeting will be held: Wednesday, May 6, 2020 8:00 A.M. Local Time Location Peoples Natural Gas Headquarters 375 North Shore Drive Pittsburgh, Pennsylvania 15212 Record Date March 9, 2020 Purpose The Annual Meeting of Shareholders of Essential Utilities, Inc. (the “Company”) will be held for the following purposes: 1  To consider and take action on the election of sevenelect nine nominees for directors; 2. 2  To consider and take action on the ratification ofratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 20182020 fiscal year; 3. 3  To approve an advisory vote on the compensation paid to the Company’s named executive officers for 2017,2019; 4  To approve an amendment to the Amended and Restated Articles of Incorporation, as disclosedamended, (the “Articles of Incorporation”) to establish a majority voting standard in uncontested director elections; 5  To approve an amendment to the Proxy Statement;Articles of Incorporation to increase the number of authorized shares of common stock from 300 million to 600 million; and 4. 6  To transact suchany other business as may properly come before the meeting or any adjournments or postponements thereof. Who can vote Only shareholders of record at the close of business on March 9, 2020 will be entitled to notice of, and to vote at, the meeting and at any adjournments or postponements thereof. Only shareholders of record at the close of business on March 9, 2018 will be entitled to notice of, and to vote at, the meeting and at any adjournments or postponements thereof.
How to vote
Your vote is important By Order of the Board of Directors, CHRISTOPHER P. LUNING Secretary March 29, 2018 We urge each shareholder to promptly sign and return the enclosed proxy card, or to use telephone or internet voting. See our questions and answers about the meeting and the voting section of the proxy statement for information about voting by telephone or internet, how to revoke a proxy and how to vote your shares in person.       Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 6, 2020 The Notice of Annual Meeting, Proxy Statement and 2019 Annual Report to Shareholders are available at:www.essential.co/investor-relations By internet* www.proxyvote.com By phone* In the U.S. or Canada dial toll-free 1-800-690-6903 In person At the 2020 Annual Shareholders’ Meeting By mail Return your proxy card in the postage-paid envelope provided TABLE OF CONTENTS PROXY STATEMENT SUMMARY     i   PROXY STATEMENT     1   *   You have until 11:59 p.m. (ET) on May 5, 2020 to vote through the internet or by phone, and if you are a plan participant you have until 11:59 p.m. (ET) on May 3, 2020 to vote through the internet or by phone. If you vote by Internet or by Phone, you do not need to mail back your proxy card. PURPOSE OF THE MEETING     1   As part of our precautions with respect to the coronavirus or COVID-19 outbreak, we may consider alternative arrangements for the 2020 Annual Meeting, which may include a change in date, time, or location of the meeting, including holding the meeting solely by means of remote communication. If we make any such changes, we will announce the decision in advance through all appropriate means, and provide details on our website. PROPOSAL NO. 1     2 ELECTION OF DIRECTORS 2 CORPORATE GOVERNANCEBy Order of the Board of Directors, Christopher P. Luning Secretary March 27, 2020 8 2   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT DIRECTOR COMPENSATION 17 PROPOSAL NO. 2 19 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE 2018 FISCAL YEAR 19 REPORT OF THE AUDIT COMMITTEE 21 PROPOSAL NO. 3 22 ADVISORY VOTE ON THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS FOR 2017 . 22 EXECUTIVE COMPENSATION 23 COMPENSATION DISCUSSION  & ANALYSIS 24 REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE 45 2017 EXECUTIVE COMPENSATION 46 OWNERSHIP OF COMMON STOCK 63 QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING 65 INFORMATION ABOUT PROPOSALS UNDER CONSIDERATION AT THIS MEETING 68 PROCESS FOR SUBMITTING SHAREHOLDER PROPOSALS AT THE NEXT ANNUAL MEETING 69 COMMUNICATIONS WITH THE COMPANY OR INDEPENDENT DIRECTORS 71 ADDITIONAL INFORMATION 71 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 71 OTHER MATTERS 72 APPENDIX A A-1 APPENDIX B B-1   Contents   Proxy Summary 4 Proposal 1Election of Directors 10 Corporate Governance 18 Shareholder Outreach 25 Environmental Stewardship and Corporate Responsibility 26 Governance Policies and Practices 30 Director Compensation 33 Ownership of Common Stock 36 Proposal 2Ratification of the Appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 37 Audit Committee Report 38 Proposal 3Advisory Vote to Approve Named Executive Officers’ 2019 Compensation 39 Executive Compensation 40 Proposal 4Approval of an Amendment to the Articles of Incorporation to Adopt a Majority Voting Standard in Uncontested Director Elections 83 Proposal 5Approval of an Amendment to the Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock 85 Annual Meeting Information 87 Questions and Answers about the 2020 Annual Meeting 87 Nominating Candidates for Director 91 Communications with the Company or Independent Directors 92 Other Matters 92 Appendix AUtility Industry Database Used for 2019 Executive Compensation A-1 Appendix BReconciliation of Non-GAAP Financial Measures B-1 Appendix CArticles of Amendment of Essential Utilities, Inc. (Majority Voting Amendment) C-1 Appendix DArticles of Amendment of Essential Utilities, Inc. (Authorized Shares Amendment) D-1 FORWARD-LOOKING INFORMATION Forward-Looking Information This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are based on management’s beliefs and assumptions. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized. For details on the uncertainties that may cause the Company’s actual future results to be materially different than those expressed in our forward-looking statements, see our Annual Report on Form10-K and Quarterly Reports on Form10-Q filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website atwww.sec.gov. www.sec.gov. In light of these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described. Forward-looking statements speak only as of the date they are made. Aqua America,Essential Utilities, Inc. expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   SUMMARY3 Proxy Summary   This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company’s 20172019 performance, please review the Company’s Annual Report on Form10-K for the year ended December 31, 2017. ANNUAL MEETING INFORMATION2019.   DATE & TIME LOCATION RECORD DATE Tuesday, May 8, 2018 8:30 a.m., local time Drexelbrook Banquet Facility & Corporate Events Center 4700 Drexelbrook Drive Drexel Hill, PA 19026 Record holders as of March 9, 2018 are entitled to notice of, and to vote at, the Annual Meeting SUMMARY OF MATTERS TO BE VOTED UPON AT THE ANNUAL MEETINGSummary of Matters to be Voted upon at the Annual Meeting The following table summarizes the items that shareholders are being asked to vote on at the 20182020 Annual Meeting:     PROPOSAL 1. ELECTIONOF DIRECTORS (PAGE 2)Proposal   BOARD RECOMMENDATIONDescription Vote Recommendation Page Reference Proposal 1 Election of Directors The Board of Directors of the Company (the “Board of Directors” or the “Board”) and the Corporate Governance Committee believe that the sevennine director nominees possess the necessary qualifications, attributes, skills, and experience to provide advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of our shareholders. FOR each Director Nominee FOR each director nominee 10 Proposal 2 PROPOSAL 2. RATIFICATIONOFTHEAPPOINTMENTOF PRICEWATERHOUSECOOPERS LLPASTHE INDEPENDENTREGISTEREDPUBLICACCOUNTINGFIRMFORTHE 2018FISCALYEAR (PAGE 19) Ratification of Independent Accounting Firm BOARD RECOMMENDATION The Board believes that the retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 20182020 fiscal year is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP. FOR FOR Proposal 2 37 Proposal 3 PROPOSAL 3. APPROVAL,ONANADVISORYBASIS,OFTHECOMPENSATIONPAIDTOTHE COMPANY’SNAMEDEXECUTIVEOFFICERSFOR 2017 (PAGE 22) Advisory Vote to Approve Named Executive Officers’ Compensation BOARD RECOMMENDATION The Company seeks anon-binding advisory vote to approve the compensation of its named executive officers for 2019 as described in the Compensation Discussion and Analysis (“CD&A”) and the compensation tables and narrative discussion. The Board values shareholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. FOR 39 Proposal 4 Approval of an Amendment to the Articles of Incorporation to establish a majority voting standard in uncontested director elections The Board believes that amending the Company’s Amended and Restated Articles of Incorporation, as amended, (the “Articles of Incorporation”) to establish a majority voting standard in all uncontested director elections directly aligns the directors with the shareholders and allows for greater accountability of the directors. FOR 83 Proposal 5 Approval of an Amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 300 million to 600 million The Board believes that amending the Company’s Articles of Incorporation to increase the authorized shares of common stock is in the best interests of the Company and its shareholders by allowing the Company to have flexibility for acquisitions and other business combinations, public or private financing, and other various corporate programs or purposes. FOR Proposal 3 85   What’s New · We enhanced our disclosures and made our proxy statement easier to read and understand. ·  We closed the acquisition of Peoples Natural Gas, and changed our name from Aqua America, Inc. to Essential Utilities, Inc. ·  The Executive Compensation Committee held in-depth discussions on the Company’s strategy and compensation program with our largest investors, assessing the peer group, and evaluating each component of the package     i including base salaries, short term incentives, and long-term incentives. ·  Our new 2020 compensation program’s performance measures align the interests of our stakeholders and our named executive officers by correlating the amount of the named executive officer’s pay with the short-term and long-term performance of the Company and its stock price.See pages 48 through 49 for a summary of the extensive new compensation program changes. 4   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT Proxy Summary Director Nominees Director Nominees (page 10) The following table provides summary information about each of the Company’s nine director nominees. Each director will serve a one-year term if elected. All directors are independent except for Mr. Franklin and Mr. DeBenedictis.      Current Committee Memberships     Director Nominee     Age   Director Since     Principal Occupation Other Public Company Boards     Executive   Executive Compensation     Audit Risk Mitigation & Investment Policy   Corporate Governance Elizabeth B. Amato 63 2018 Executive Vice President and Chief Human Resources Officer United Technologies Corporation —   ●     ● Nicholas DeBenedictis 74 1992 Chairman Emeritus and Former Chief Executive Officer Essential Utilities, Inc. 3     CHAIR   Christopher H. Franklin 54 2015 Chairman, President and Chief Executive Officer Essential Utilities, Inc. — ● ● Wendy A. Franks 45 2020 Senior Principal, Canada Pension Plan Investment Board — ● ● Daniel J. Hilferty Lead Independent Director 63 2017 President and Chief Executive Officer Independence Health Group — ● ● CHAIR Francis O. Idehen 42 2019 Chief Operating Officer GCM Grosvenor —     ● ●   Ellen T. Ruff 71 2006 Former President Duke Energy — ● CHAIR     ● Lee C. Stewart 71 2018 Private Financial Consultant 2 ●   CHAIR ●   Christopher C. Womack 62 2019 President, External Affairs Southern Company — ● ● Committee Meetings held in 2019       0 7 10 6 6                       Board Nominees from left to right Christopher H. Franklin Ellen T. Ruff Francis O. Idehen Wendy A. Franks Lee C. Stewart Christopher C. Womack Daniel J. Hilferty Elizabeth B. Amato Nicholas DeBenedictis CORPORATE GOVERNANCE HIGHLIGHTSESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   5 Proxy Summary Board Composition Board Composition Diversity of Skills and Experience Corporate Governance Highlights We are committed to maintaining strong standards of corporate governance, which promote the long-term interests of our shareholders, strengthen Board and management accountability, and help build public trust in theour Company. The “Corporate Governance” section beginning on page 818 describes our corporate governance framework, which includes the following highlights:framework.   Board Accountability •  ·  Annual election of directors ·  15 year term limit for directors who were elected after 2015 ·  Mandatory retirement age of 75 for directors Board Independence •  ·  Seven out of nine director nominees are independent ·  Independent audit, compensation, and governance committees Lead Independent Director ·  Lead Independent Director with clearly defined and robust responsibilities Board and Committee Evaluations ·  Peer evaluations of the Board and its committees Board Diversity ·  Over 55% of the Board is diverse ·  33% of the Board is comprised of female directors Board Refreshment ·  Since 2015, 66% of the directors are newly appointed or elected •  Majority voting resignation policy in uncontested election of directors Board Oversight •  Independent audit, compensation,·  Risk oversight by full Board and governanceall committees •  Mandatory retirement age of 75 for directors •  ·  Robust oversight of cybersecurity measures by full Board and identified committeeRisk Mitigation and Investment Policy Committees •  Risk oversight by full Board and all committees Stock Ownership Guidelines •  Anti-hedging and anti-pledging policy •  Annual self-evaluations of the Board, its committees and individual directors •  ·  Robust director and management stock ownership guidelines –  Directors: 5x annual base cash retainer –  CEO: 5x midpoint of average base salary –  Other NEOs/EVPs: 3x midpoint of average base salary Shareholder Engagement •  Commenced active·  Comprehensive shareholder engagement programoutreach conducted in 2017 •  Diversity—approximately 30% of the Board is gender diverse 2019 with more than 500 meetings held with investors DIRECTOR NOMINEES The following table provides summary information about each of the Company’s seven director nominees. Each director shall serve a one year term if elected.6   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT Proxy Summary 2019 Performance Highlights   Name & Primary Occupation   Age   Director Since   Independent   Other Public Company Boards   Committee Memberships             A     C     CG     E     R   Carolyn J. Burke Executive Vice President, Strategy, Dynegy, Inc.   50   2016   YES   0   ✓     ✓             Nicholas DeBenedictis Chairman Emeritus and Former Chief Executive Officer, Aqua America, Inc.   72   1992   NO   3                                   ✓   Christopher H. Franklin Chairman, President and Chief Executive Officer, Aqua America, Inc.   52   2015   NO   0           «     ✓   William P. Hankowsky Chairman, President and Chief Executive Officer, Liberty Property Trust   67   2004   YES   2   «             ✓     ✓           Daniel J. Hilferty1 President and Chief Executive Officer, Independence Health Group   61   2017   YES   0     ✓     «     ✓       Wendell F. Holland Partner, CFSD Group, LLC   66   2011   YES   0                   ✓             ✓   Ellen T. Ruff Partner, McGuireWoods, LLP   69   2006   YES   0           «     ✓     ✓           2019 Performance Highlights   1Lead Independent Director «Chair✓ Member A = Audit Committee;C= Executive Compensation Committee; CG= Corporate Governance Committee; E = Executive Committee;R = Risk Mitigation & Investment Policy Committee ii COMPENSATION HIGHLIGHTS •  Compensation program highly correlated to total shareholder return, earnings per share, and other financial metrics •  Shareholder say on pay results in excess of 93% for six years •  Performance-based •  Shareholding requirement ensure that executives are aligned with shareholders •  Significant portion of compensation is variable and at risk •  Reasonable change in control agreements in place •  Modest perquisites and other personal benefits •  Reasonable severance arrangements •  Allchange-in control agreements are double-trigger •  No tax gross ups •  Clawback policies in place •  Compensation committee conducted request for proposal process to determine its independent compensation consultant 2017 FINANCIAL HIGHLIGHTS During 2017,2019, our leadership team remained focused on growing our customer base through acquisitions, prudently investing capital to renew our aging infrastructure, obtaining regulatory approval for the Peoples Natural Gas acquisition, successfully closing on the Company’s first public equity offering since 2006 and its first corporate debt offering, and creating efficiencies across the organization. Our efforts help to ensure quality water and wastewater for our customers as well as shareholder value. We see great opportunities ahead and remain focused on investing in infrastructure and delivering sustainable growth for our investors. We do this while building on our core values of respect, integrity, and the pursuit of excellence.   Financial Highlights During 2019, we remained focused on our mission to be the best possible provider of essential resources by serving the needs and expectations of our customers, shareholders, employees and the communities we serve both today and for future generations. At the same time we continued to focus on growing our customer base through acquisitions, prudently investing capital to renew our aging infrastructure, and creating efficiencies across the organization. All of this was in addition to working on efforts to integrate and close the Peoples Natural Gas transaction and to negotiate and sign the DELCORA municipal wastewater acquisition, which is the largest municipal acquisition in our history. We are making significant investmentscontinue to buildsee great opportunities ahead and improve our communities’ infrastructure. Over the past five years, we have invested more than $1.5 billionremain focused on investing in infrastructure improvements, including hundreds of miles of pipe replacement and plant upgrades to enhance water quality. In 2017, we invested more than $450 million on infrastructure projects, helping to ensure safe and reliable waterdelivering sustainable growth for all customers. Regulated segment revenues were $804.9 million in 2017. Earnings per share increased to $1.35 in 2017, an increase over the earnings per share of $1.32 in 2016. Operations and maintenance expenses decreased 5.8% to $287.2 million in 2017 from $304.9 million in 2016. We added more than 10,000 customer connections in 2017. We increased our total customer connection count by more than 1%, which includes additional customers from organic and acquisition growth. investors.   ·  In 2019,we invested $550 million on infrastructure projects, helping to ensure safe and reliable water for all customers. ·Revenues were $889.7 million in 2019, an increase of6.2 percent over 2018. ·Earnings per share were $1.04 in 2019, including items from the Peoples transaction. Excluding these items, adjusted (non-GAAP) earnings per share were $1.47 compared to earnings per share of $1.41 in 2018.* ·We added approximately 12,000 customer connections thru acquisition in 2019and increased customers served by more than 2 percent, which includes customers from organic growth and acquisitions. Our acquisitions in 2019 added over $50 million in rate base. ·In September we announced the DELCORA acquisition, a $276 million acquisition of a wastewater authority which provides service to over half a million people.DELCORA has the equivalent of 198,000 retail customers.   ·  From January 1, 2017 to December 31, 2019, the total return to our shareholders, including share price appreciation and dividends paid, shows 67.75 percent growth.In 2019 alone our total return to shareholders was 40.41 percent. iii·  In July 2019, the Board of Directors approved a7 percent increase in the quarterly dividendto an annualized rate of $0.9372 per share. ·  We completed the financing for the previously announcedagreement to acquire Peoples Natural Gas, a natural gas distribution utility, that reflects an enterprise value of $4.275 billion. This included an equity offering which was oversubscribed and a debt offering locking in long-term rates at under 4%. ·We revisited our ESG program, publishing new tear sheets and disclosures in February 2020and submitted our second report to the CDP, receiving an increased grade of B-. Revenues $889.7M up6.2%é Adjusted EPS* $1.47vs $1.41 TSR 68% Growth, since 2017 Dividends to Shareholders 7%é Increase * See Appendix B for a reconciliation of non-GAAP financial measures to GAAP financial measures. From January 1, 2015 ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   7 Proxy Summary Compensation Highlights 2017–2019 Pay for Performance Alignment Our pay programs are designed to December 31, 2017,reflect the total return to our shareholders, including share price appreciationCompany’s performance. The following table shows the relationship between financial performance goals and dividends paid, shows 58.08% growth. executive performance-based payouts over the past three years: Target EPS (adjusted for comp plan) EPS (adjusted for comp plan)   STI Payout %   3 Year TSR Return   PSU Payout % 2017 $1.36 $1.37 118.44% 58.08% 109.19% 2018 $1.39 $1.44 136.34% 23.32% 70.68% 2019 $1.47 $1.50 126.45% 67.75% 159.91% Comparison of Five Year Cumulative Total Return* Below is a chart showing the returnour Total Return to our shareholders over the past three years:five years as compared to the S&P 500 Index and the S&P MidCap 400 Utilities Index.   In 2017, the Board of Directors approved a 7% increase in the quarterly dividend to an annualized rate of $0.82 per share.   * $100 invested on 12/31/14 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Compensation Highlights Highlights of our executive compensation program include: ·  Extensive shareholder outreach designed to align compensation practices with shareholders ·  Compensation program highly correlated to total shareholder return, adjusted earnings per share, and other financial metrics ·  Emphasis on performance-based compensation ·  Significant portion of compensation is variable and at risk ·  Reasonable change-in-control agreements with double-trigger termination ·  Clawback policies in place ·Anti-hedging and anti-pledging policy   ·  No tax gross ups iv·  Shareholding requirement ensures that executives are aligned with shareholders ·  Reasonable severance arrangements in line with market practices ·  Modest perquisites ·Newly designed 2020 compensation program aimed at incenting management to drive safety and customer satisfaction following the acquisition of Peoples Natural Gas and to drive long-term shareholder growth IMPORTANT NOTICE REGARDING THE AVAILABILITY OF8   ESSENTIAL UTILITIES, INC.2020 PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2018STATEMENT The Notice of Annual Meeting, Proxy Statement and 2017 Annual Report to ShareholdersSummary are available at: http://ir.aquaamerica.com/ AQUA AMERICA, INC. 762 W. Lancaster Avenue, Bryn Mawr, Pennsylvania 190102019 Pay for Performance Compensation Program   PROXY STATEMENT2019 Pay for Performance Compensation Program   This proxy statement (the “Proxy Statement”)Our goal is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Aqua America, Inc. (“Aqua America”, “Aqua” or the “Company”) to be used at the Annual Meeting of Shareholders to be held on Tuesday, May 8, 2018 at 8:30 a.m., local time, and at any adjournments or postponements thereof (“2018 Annual Meeting” or the “Annual Meeting”). The cost of soliciting proxies will be paid by the Company, which has arrangedinstill a pay-for-performance culture throughout our Company. Our compensation program for reimbursement at the rate suggested by the New York Stock Exchange (the “NYSE”) of brokerage houses, nominees, custodians and fiduciaries for the forwarding of proxy materials to the beneficial owners of shares held of record. In addition, the Company has retained Alliance Advisors LLC to assist in the solicitation of proxies from (i) brokers, bank nominees and other institutional holders, and (ii) individual holders of record. The fee paid to Alliance Advisors LLC for normal proxy solicitation does not exceed $7,500 plus expenses, which will be paid by the Company. Directors, officers and regular employees of the Company may solicit proxies, although no compensation will be paid by the Company for such efforts. Under rules adopted by the SEC, the Company is now furnishing proxy materials to many of its shareholders on the Internet, rather than mailing printed copies of those materials to each shareholder. If you received a notice of availability over the Internet of the proxy materials (“Notice”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice. The Notice is being sent to shareholders of record as of March 9, 2018 on or about March 29, 2018. Proxy materials, which include the Notice of Annual Meeting of Shareholders, this Proxy Statement and the Annual Report to Shareholders for the year ended December 31, 2017, including financial statements and other information with respect to the Company and its subsidiaries (the “Annual Report”), are first being made available to shareholders of record as of March 9, 2018, on or about March 29, 2018. Additional copies of the Annual Report may be obtained by writing to the Company at the address and in the manner set forth under “Additional Information” on page 71. PURPOSE OF THE MEETING As the meeting is the Annual Meeting of Shareholders, the shareholders of the Company will be requested to: Consider and take action on the election of seven nominees for directors; Consider and take action on the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2018 fiscal year; Approve anon-binding advisory vote on the compensation paid to the Company’s named executive officers for 2017 as disclosed in this Proxy Statement; and is designed to: Transact such other business as may properly come before the meeting or any adjournments or postponements thereof.   · Provide compensation that is competitive with our industry peers and appropriately correlates incentive compensation to the achievement of the Company’s short- and long-term performance for customers and shareholders. · Provide a total compensation package that is aligned with industry standards and enhances our ability to: – Motivate and reward our named executive officers for contributions to our financial success; – Attract and retain talented and experienced named executive officers; and – Ensure a significant portion of pay is performance based to better align pay with the successful achievement of our business objectives. · Reward our named executive officers for leadership excellence and contribution to the organization’s success. · Maintain an important focus on environmental, social, and governance issues while building shareholder value. 2019 NEO Total Compensation Pay Mix CEO 25% Base Salary 29% Compensation Short-Term Incentives (Cash) 32% Stock Options 14% Restricted Stock Units (RSUs) Performance Based 75%Performance and/or Stock-Based Compensation     NEO 37% Base Salary 28% 1Compensation Short-Term Incentives (Cash) 25% Stock Options 10% Restricted Stock Units (RSUs) Performance Based 63%Performance and/or Stock-Based Compensation   PROPOSAL NO. 1Shareholder Outreach and Results of 2019 Advisory Vote to Approve Executive Compensation   At our 2019 annual meeting of shareholders, fewer shareholders supported our say on pay proposal than the 2013-2018 average of 95%. The Board believes that the shareholder return result lagged the industry due to the impact of the then-pending large acquisition of Peoples Natural Gas and the overhang of the pending equity and debt issuances rather than the underlying performance of the Company. However, management and the Board took the resulting shareholder vote seriously and committed to take several steps to address the executive compensation program in 2020. Over the course of 2019, management held more than 500 meetings with investors. Additionally, the Company requested meetings with the 25 largest shareholders, representing over 45% of our outstanding common stock. We engaged with every shareholder who accepted our offer to meet. During these meetings and calls, we discussed numerous topics, including strategic, executive compensation, and environmental, social and governance issues. As a direct result of these meetings and calls, the Company took a number of actions in 2019 to address shareholder feedback on our executive compensation program and environmental, social, and governance programs. For more information on our shareholder engagement program, investor feedback and the actions taken in response to that feedback, please see page 25 in this proxy statement. ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   9 ELECTION OF DIRECTORSProposal 1: Election of Directors All of the director nominees who are elected, will be elected for aone-year term expiring at the 20192021 Annual Meeting of Shareholders, and until their successors are duly elected and qualified. In accordance with the Company’s Corporate Governance Guidelines, the Chairperson of the Corporate Governance Committee reported to the Corporate Governance Committee that Carolyn J. Burke, Nicholas DeBenedictis, Christopher H. Franklin, William P. Hankowsky, Daniel J. Hilferty, Wendell F. Holland, and Ellen T. Ruff would be willing to serve on the Board of Directors, if elected. The Corporate Governance Committee reviewed the qualifications of the directors in relation to the criteria for candidates forcandidate nomination for election to the Board of Directorscriteria under the Company’s Corporate Governance Guidelines. The Corporate Governance Committee voted to recommend to the Board of Directors, and the Board of Directors approved, the nomination of Ms. Burke,Amato, Mr. DeBenedictis, Mr. Franklin, Mr. Hankowsky,Ms. Franks, Mr. Hilferty, Mr. Holland,Idehen, Ms. Ruff, Mr. Stewart, and Ms. RuffMr. Womack for election as directors at the 20182020 Annual Meeting, with each nominee abstaining from the vote with respect to his or her nomination.nomination, as applicable. Therefore, seven directorsnine nominees will stand for election by a plurality of the votes cast at the 20182020 Annual Meeting. At the 20182020 Annual Meeting, proxies in the accompanying form, properly executed, will be voted for the election of the nine nominees listed below, unless authority to do so has been withheld in the manner specified in the instructions on the proxy card or the record holder does not have discretionary voting power under the NYSE rules (see “What is the proxy?” on page 65 and “Information About Proposals Under Consideration at This Meeting” on page 68).rules. Discretionary authority is reserved to cast votes for the election of a substitute should any nominee be unable or become unwilling to serve as a director. Each nominee has stated his or her willingness to serve and the Company believes that the nominees will be available to serve. INFORMATION REGARDING NOMINEES Director Independence Based on a review applying the standards in the Company’s Corporate Governance Guidelines, including a review of the applicable NYSE, SEC, and Company standards, and considering the relevant facts and circumstances of any transactions, relationships, and arrangements between the directors and the Company, the Board of Directors has affirmatively determined that each director and nominee for director is independent, other than Mr. Franklin, the Company’s Chairman, President, and Chief Executive Officer, and Mr. DeBenedictis, the Company’s Chairman Emeritus and former Chief Executive Officer.For more information, see “Governance Practices & Policies” beginning on page 30 for our Director Independence Standards and Related Persons Transaction Policy. Age and Term Limits The Board believes that term limits are an important element of good governance. However, it also believes that it must strike the appropriate balance between the contribution of directors who have developed, over a period, meaningful insight into the Company and its operations, and therefore can provide an increasing contribution to the Board as a whole. Accordingly, in 2015, the Board established that upon the fifteenth anniversary of a director accepting an initial appointment or election to the Board of Directors, the director will tender his or her resignation to the Board (the “Term Limit Policy”). The Term Limit Policy does not apply to directors who were elected on or before December 1, 2015. Following extensive research, including conducting an outreach program to the Company’s largest shareholders to seek their opinion, the Board determined that 75 years of age was the appropriate age for a director to submit his or her resignation from the Board of Directors. As such, all directors are required to submit their resignation from the Board effective as of their 75th birthday. Information Regarding Nominees For each of the sevennine nominees for election as directors at the 20182020 Annual Meeting, set forth below is information as to the positions and offices with the Company held by each, the principal occupation of each during at least the past five years, the directorships of public companies and other organizations held by each and the experience, qualifications, attributes or skills that, in the opinion of the Corporate Governance Committee and the Board of Directors, make the individual qualified to serve as a director of the Company. 10   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT Proposal 1 Election of Directors Information Regarding Nominees Director Experience, Qualifications, Attributes and Skills Criteria The chart below summarizes the experience, qualifications, attributes, and skills of each of the nominees:   Experience, Qualifications, Attributes and Skills Utility Industry Regulatory Financial Legal/ Government Leadership Mergers & Acquisitions Geographic Diversity “C-Suite” Experience Amato       Regulatory● ● ● ● ● DeBenedictis ● ● ● ● ● ● ● Franklin ● ● ● ● ● ● ● Franks     Financial●   ● ● ● ● Hilferty   Legal/ Government● ●   ● ●   Leadership Mergers & Acquisitions Geographic Diversity “C-Suite” Experience ● BURKE Idehen ● X● X X X X X X DEBENEDICTIS X X X X X X X FRANKLIN X X X X X X X HANKOWSKY X X X X HILFERTY X X X X X HOLLAND X X X X X RUFF X X●           Ruff ● ●   X● ● ● ● ● Stewart ● ● ● ● ● ● ● Womack ● ● ● ● ● ● ● Based upon these qualifications, attributes, and skills, the Board of Directors determined that the following members are best suited for service on the following Committees: Committee Chair Other Members Audit Lee C. Stewart* Wendy A. Franks, Francis O. Idehen* Corporate Governance Daniel J. Hilferty Ellen T. Ruff, Elizabeth B. Amato, Christopher C. Womack Executive Compensation Ellen T. Ruff Daniel J. Hilferty, Elizabeth B. Amato, Christopher C. Womack Executive Christopher H. Franklin Daniel J. Hilferty, Lee C. Stewart, Ellen T. Ruff Risk Mitigation and Investment Policy Nicholas DeBenedictis Wendy A. Franks, Lee C. Stewart, Francis O. Idehen, Christopher H. Franklin *Audit Committee Financial Expert Annually, the Corporate Governance Committee and the Board of Directors review the membership of the individuals on the Committees and re-organize the Committees, if necessary. ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   11 Proposal 1 Election of Directors Nominees for Election at the 2020 Annual Meeting Nominees for Election at the 2020 Annual Meeting       X Board Committees ·  Corporate Governance Committee ·  Executive Compensation Committee Key Skills ·  Legal/Government ·  Leadership ·  Mergers & Acquisitions ·  Geographic Diversity ·  “C-Suite” Experience Elizabeth B. Amato Executive Vice President and Chief Human Resources Officer, United Technologies Corp. Director since2018 Age63 Independent Director       X Experience ·  Executive Vice President & Chief Human Resources Officer of United Technologies Corp. (“UTC”) 2015 to present. ·Senior Vice President, Human Resources and Organization of UTC with global responsibility for UTC’s Human Resources and Communications functions 2012-2015. X X ·  Ms. Amato joined UTC in 1985 at Pratt & Whitney and has held a variety of the most senior human resources leadership positions across the corporation in both aerospace and commercial building systems, including UTC Climate, Controls & Security (2011-2012), Carrier (2010-2011), Pratt & Whitney (2006-2009) and Sikorsky (1997-2006). 2 NOMINEES FOR ELECTION AT THE 2018 ANNUAL MEETING CAROLYN J. BURKE EXECUTIVE VP, STRATEGY, DYNEGY, INC.Ms. Amato is a recipient of the YWCA Women Achievers Award and is currently a member of the Human Resources Policy Association, the CHRO Board Academy and is a member of the Board of Directors for Children’s Healthcare Charity, Inc. Ms. Amato holds a bachelor’s degree in political science from Davidson College and a law degree from the University of Connecticut.   AGE: 50Qualifications: DIRECTORSINCE 2016 MEMBER, AUDIT COMMITTEE MEMBER, EXECUTIVE COMPENSATION COMMITTEE Biography: Ms. Burke has served as Executive Vice President, Strategy at Dynegy, Inc. (“Dynegy”) since October 2016. In this role, she leads Dynegy’s strategic planning activities and is responsible for its clean technology strategy. Since October 2014, she has also served as Chief Integration Officer with overall responsibility for integration management, most recently integrating Dynegy’s acquisition of ENGIE’s US fossil portfolio. From July 2015 through October 2016, Ms. Burke served as Executive Vice President, Business Operations and Systems at Dynegy with overall responsibility for Procurement, Safety, Environmental, Information Technology, Construction & Engineering, Outage Services and PRIDE-Dynegy’s signature continuous margin and process improvement program. From August 2011 to October 2014, Ms. Burke served as Dynegy’s Chief Administrative Officer over corporate functions including Communications, Human Resources, Information Technology, Investor Relations and Regulatory Affairs. Prior to joining Dynegy, Ms. Burke served as Global Controller for JP Morgan’s Global Commodities business. She was also NRG Energy, Inc.’s Vice President & Corporate Controller from 2006 to 2008 and Executive Director of Planning and Analysis from 2004 to 2006. Early in her career, she held various key financial roles at Yale University, the University of Pennsylvania and at Atlantic Richfield Company. Ms. Burke graduated from Wellesley College with a BA in Economics and Political Science and earned her MBA at The University Chicago Booth School of Business. Qualifications:Ms. Burke has over 20 years of experience in various roles within the energy and infrastructure industry with responsibilities ranging from accounting and finance, to information technology and human resources to operations and environmental compliance. The Board of Directors views Ms. Burke’s independence, her broad experience in finance and operations, and her leadership roles within the industry as important qualifications, skills and experience that support the Board of Directors’ conclusion that Ms. BurkeMs. Amato has over 30 years of experience in various roles with responsibilities ranging from integrating acquisitions to human resources to executive compensation. The Board of Directors views Ms. Amato’s independence, her broad experience, and her leadership roles within the industry as important qualifications, skills and experience that support the Board of Directors’ conclusion that Ms. Amato should serve as a director of the Company.   Other current public company directorships (0).

Biography:Mr. DeBenedictis is Chairman Emeritus, of the Board, having retired as Chief Executive Officer of the Company in 2015 and asnon-executive Chairman of the Board in 2017. Mr. DeBenedictis was Chief Executive Officer from 1992 until 2015 and Chairman of the Board from 1993 until 2017. Between April 1989 and June 1992, he served as Senior Vice President for Corporate Affairs of PECO Energy Company (an Exelon

Experience ·  Chairman Emeritus of the Board, having retired as Chief Executive Officer of the Company in 2015 and as non-executive Chairman of the Board in 2017. ·Chief Executive Officer from 1992 until 2015 and Chairman of the Board from 1993 until 2017.	·  Senior Vice President for Corporate Affairs of PECO Energy Company (an Exelon Corporation) 1989 to 1992. ·  President of the Greater Philadelphia Chamber of Commerce 1986 to 1989. ·Secretary of the Pennsylvania Department of Environmental Resources 1983 to 1986.
Qualifications: 3

Corporation). From December 1986 to April 1989, he served as President of the Greater Philadelphia Chamber of Commerce and from 1983 to 1986 he served as the Secretary of the Pennsylvania Department of Environmental Resources. Mr. DeBenedictis is a director of Exelon Corporation, P.H. Glatfelter Company and Mistras Group. He also serves on the Boards of Pennsylvania areanon-profit, civic, and business organizations, including Independence Health Group.

Qualifications:In addition to his knowledge and experience as the Company’s previous Chairman of the Board from 1993 to 2017 and Chief Executive Officer from 1992 to 2015, and his prior experience as a senior executive of a major electric utility, Mr. DeBenedictis has experience as the head of Pennsylvania’s environmental regulatory agency. He serves as a director of three other public companies, including, from time to time, as a senior executive of a major electric utility, Mr. DeBenedictis has experience as the head of Pennsylvania’s environmental regulatory agency. He serves as a director of three other public companies, including, as member of the corporate governance, audit, finance and compensation committees of those companies. Mr. DeBenedictis has also held leadership positions with various, educational, business, civic and charitable institutions. The Board of Directors views Mr. DeBenedictis’ experience with various aspects of the utility industry and his demonstrated leadership roles in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. DeBenedictis should serve as a director of the Company.

 

Other current public company directorships (3):

Exelon Corporation, P.H. Glatfelter Company and Mistras Group.

Other current directorships:

Mr. DeBenedictis serves on the Boards of Pennsylvania area non-profit, civic, and business organizations, including Independence Health Group.

12   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT

Proposal 1 Election of Directors

Nominees for Election at the 2020 Annual Meeting

Board Committees ·  Audit Committee ·  Risk Mitigation and Investment Policy Committee Key Skills ·  Financial ·  Leadership ·  Mergers & Acquisitions ·  Geographic Diversity	Wendy A. Franks Senior Principal, Canada Pension Plan Investment Board		Director since2020 Age45 Independent Director
	Experience ·Senior Principal, Canada Pension Plan Investment Board (“CPPIB”) 2012 to present; responsible for sourcing and evaluating potential relationship investment opportunities, monitoring portfolio Company performance and development of the business network.	·  Associate principal at McKinsey & Co., where she helped a number of clients develop business strategies.
	Ms. Franks has a bachelor’s degree in chemical engineering and a master’s degree in applied science in electrical and computer engineering from the University of Waterloo. She holds a Ph.D. in Natural Sciences from the Swiss Federal Institute of Technology, Zurich. Ms. Franks joined the Board as a nominee designated by CPPIB under the terms of the Company’s private placement transaction with CPPIB. Qualifications: The Board has determined, based on her abilities, qualifications, knowledge, judgment, character, leadership skills, education, background and experience in fields and disciplines relevant to the Company, including her U.S. GAAP financial expertise, that Ms. Franks is qualified to serve on the Board and will make a positive contribution to the Board. The Board of Directors views Ms. Frank’s extensive experience with mergers and acquisitions, her auditing and evaluation of financial statements and complex accounting issues, her capabilities, and her demonstrated leadership roles as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Ms. Franks should serve as a director of the Company. Other current public company directorships (0). Other current directorships: ReNew Power, the largest renewable energy independent power producer in India.

ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   13

Proposal 1 Election of Directors

Nominees for Election at the 2020 Annual Meeting

Board Committees ·  Chair, Executive Committee ·  Risk Mitigation and Investment Policy Committee Key Skills ·  Utility Industry ·  Regulatory ·  Financial ·  Legal/ Government ·  Leadership ·  Mergers & Acquisition ·  “C-Suite” Experience	Christopher H. Franklin Chairman, President, and Chief Executive Officer, Essential Utilities, Inc.		Director since2015 Age54
	Experience Chairman, President, and Chief Executive Officer of the Company.
	·  Mr. Franklin has worked for the Company for 27 years in a variety of leadership positions: President and Chief Executive Officer since July 2015; Executive Vice President, and President and Chief Operating Officer, Regulated Operations 2012 to 2015; Regional President—Midwest and Southern Operations and Senior Vice President, Public Affairs 2010 to 2012; Regional	President—Southern Operations and Senior Vice President, Public Affairs and Customer Relations 2007 to 2010); Vice President, Public Affairs and Customer Operations 2005 to 2007; Vice President, Corporate and Public Affairs 1997 to 2005); and Manager Corporate & Public Affairs 1992 to 1997.
	CHRISTOPHER H. FRANKLIN CHAIRMAN, PRESIDENT,AND CHIEF EXECUTIVE OFFICER, AQUA AMERICA, INC.Mr. Franklin earned his B.S. from West Chester University and his M.B.A. from Villanova University.   AGE: 52Qualifications: DIRECTORSINCESince 2015, under Mr. Franklin’s leadership as CEO, the Company’s customer base has nearly doubled by completing over 50 acquisitions and increased its market capitalization from $4.1 billion to $11 billion at the end of 2019. During the same period, total shareholder return has been in excess of 70%. During his long tenure at the Company, Mr. Franklin has held a series of roles. Among his accomplishments in public affairs was the passage of key legislation designed to provide customers with improved water quality and better water and wastewater systems while allowing a fair and reasonable return for shareholders; as vice president of customer operations, Mr. Franklin lead the implementation of a single-customer information system and the creation of three central call centers; as operating president, he integrated the acquisition of AquaSource and brought the utility back to full profitability.   CHAIR, EXECUTIVE COMMITTEE MEMBER, RISK MITIGATIONAND INVESTMENT POLICY COMMITTEE

Biography:Christopher H. Franklin is Chairman, President, and Chief Executive Officer of the Company. Previously, Mr. Franklin served as President and Chief Executive Officer from July 2015 to December 2017; as Executive Vice President, and President and Chief Operating Officer, Regulated Operations (January 2012 to July 2015); Regional President—Midwest and Southern Operations and Senior Vice President, Public Affairs (January 2010 to January 2012); Regional President—Southern Operations and Senior Vice President, Public Affairs and Customer Relations (February 2007 to January 2010); Vice President, Public Affairs and Customer Operations (May 2005 to February 2007); Vice President, Corporate and Public Affairs (February 1997 to May 2005); and Manager Corporate & Public Affairs (December 1992 to February 1997).

Qualifications:Since joiningThe Board of Directors views Mr. Franklin’s extensive experience with the Company, in December 1992 as manager, corporate and public affairs, Mr. Franklin headed several successful projects, including advocacy for the passage of legislation designed to provide customers of state-regulated water and wastewater utilities with improved water quality and better water and wastewater systems while allowing a fair and reasonable return for shareholders. Before joining the Company, Mr. Franklin worked at PECO Energy Company (an Exelon company) where he was regional, civic and economic development officer, responsible for the review, recommendation and promotion of economic development initiatives in the Philadelphia region. Mr. Franklin earned his B.S. from West Chester University and his M.B.A. from Villanova University. Mr. Franklin is active in the community and serves on the following nonprofit boards: University of Pennsylvania Board of Trustees, Philadelphia, PA and West Chester University’s Council of Trustees, West Chester, PA, and previously served on the Board of Directors of ITC Holdings, Inc. The Board of Directors views Mr. Franklin’s experience, capabilities, and his demonstrated leadership roles with the Company and in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Franklin should serve as a director of the Company.

 

				Other current public company directorships (0). Other current and past directorships: Past Board member of ITC Holdings (which was sold in 2016). Mr. Franklin is active in the community and serves on a number of nonprofit and higher education boards including the University of Pennsylvania Board of Trustees and the Franklin Institute of Philadelphia.

14   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT

4

		WILLIAM P. HANKOWSKY PRESIDENT, CHIEF EXECUTIVE OFFICER,AND CHAIRMAN, LIBERTY PROPERTY TRUST AGE: 67 DIRECTORSINCE 2004 CHAIR, AUDIT COMMITTEE MEMBER, EXECUTIVE COMMITTEE MEMBER, CORPORATE GOVERNANCE COMMITTEE

Biography:Mr. Hankowsky has been President, Chief Executive Officer, and ChairmanProposal 1 Election of Liberty Property Trust, a fully integrated real estate firm, since 2003. Mr. Hankowsky joined Liberty in 2001 as Executive Vice President and Chief Investment Officer. Prior to joining Liberty, he servedDirectors

Nominees for 11 years as President ofElection at the Philadelphia Industrial Development Corporation. Prior to that, he was Commerce Director for the City of Philadelphia. Mr. Hankowsky serves on the Board of Directors of Citizens Financial Group and on various charitable and civic boards, including the Greater Philadelphia Chamber of Commerce and the Pennsylvania Academy of Fine Arts.

Qualifications:Mr. Hankowsky has over 35 years of experience managing public, private andnon-profit organizations, including eleven years as Chairman and Chief Executive Officer of Liberty Property Trust, a publicly traded Real Estate Investment Trust which owns 100 million square feet of office and industrial space in over 24 markets throughout the United States and the United Kingdom. He has experience in financing, acquisitions and real estate matters across the United States. Mr. Hankowsky has also held leadership positions with various cultural and civic institutions in the greater Philadelphia region. Mr. Hankowsky has served as Chairman of the Company’s Executive Compensation Committee from 2005 through 2015, and presently serves as Chairman of the Company’s Audit Committee. The Board of Directors has determined that Mr. Hankowsky is an independent director, financially literate and an audit committee financial expert within the meaning of applicable SEC rules. The Board of Directors views Mr. Hankowsky’s independence, his experience with real estate, financing and acquisitions and his demonstrated leadership roles in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Hankowsky should serve as a director of the Company.2020 Annual Meeting

 

Lead Independent Director Board Committees ·  Chair, Corporate Governance Committee ·  Executive Committee ·  Executive Compensation Committee Key Skills ·  Regulatory ·  Financial ·  Leadership ·  Mergers & Acquisitions ·  “C-Suite” Experience	Daniel J. Hilferty Lead Independent Director, Essential Utilities, Inc. President and CEO, Independence Health Group		Director since2017 Age63 Independent Director
			DANIEL J. HILFERTY LEAD INDEPENDENT DIRECTOR, AQUA AMERICA, INC. PRESIDENTAND CEO, INDEPENDENCE HEALTH GROUP AGE: 61 DIRECTORSINCE 2017 CHAIR, CORPORATE GOVERNANCE COMMITTEE MEMBER, EXECUTIVE COMMITTEE MEMBER, EXECUTIVE COMPENSATION COMMITTEE

Biography:Mr. Hilferty has served as the President and Chief Executive Officer of Independence Health Group (“IHG”), one of the nation’s leading health insurers serving 9 million customers in 25 states and Washington D.C., since 2010. Mr. Hilferty is past Chairman of the Board of Directors for the Blue Cross and Blue Shield Association, serves on the Executive Committee of the Board of Directors of America’s Health Insurance Plans, and on the Board of Directors of BCS Financial, where he serves as Chairman of the BCS Audit Committee. In 2015, he served asco-chair on the Executive Leadership Cabinet of the World Meeting of Families. Prior to 2010, Mr. Hilferty was President and Chief Executive Officer of the AmeriHealth Mercy Family of Companies, Executive Director of PennPORTS in the administration of Pennsylvania Governor Robert P. Casey, and

Experience ·  President and Chief Executive Officer of Independence Health Group (“IHG”), one of the nation’s leading health insurers serving nine million customers in 25 states and Washington D.C., since 2010. Prior to 2010, Mr. Hilferty was: ·President and Chief Executive Officer of the AmeriHealth Mercy Family of Companies	·  Executive Director of PennPORTS in the administration of Pennsylvania Governor Robert P. Casey ·  Assistant Vice President overseeing community and media relations for Saint Joseph’s University
Qualifications: 5

Assistant Vice President overseeing community and media relations for Saint Joseph’s University. Mr. Hilferty also serves on the Board of Directors for Fund III of Franklin Square Investments.

Qualifications:Mr. Hilferty has extensive knowledge and experience in the areas of mergers and acquisitions, the health care field, and government relations and regulation. Based on Mr. Hilferty’s experience, qualifications, and knowledge, in 2017, the Board of Directors determined that Mr. Hilferty should serve as its Lead Independent Director. Prior to doing so, the Board reviewed, as part of its independence determination, information that IHG serves as the administrator for the Company’s self-insured health plans for the employees of the Company and its subsidiaries. The Board then determined that Mr. Hilferty is independent in accordance with the Company’s corporate governance guidelines and applicable NYSE and SEC requirements. The Board of Directors views Mr. Hilferty’s independence, his experience with regulation, his reputation in the healthcare industry, and his leadership roles in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Hilferty should serve as a director of the Company.

 

Other current public company directorships (0).

Other current and past directorships:

Mr. Hilferty serves on several industry-based and nonprofit boards, including America’s Health Insurance Plans (serves on the Executive Committee), Greater Philadelphia Chamber of Commerce (serves as Chairperson), and on a fund board of FS Investments. In 2015, he served as co-chair on the Executive Leadership Cabinet of the World Meeting of Families; and, was the past Chairman of the Board of Directors for the Blue Cross and Blue Shield Association.

ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   15

Proposal 1 Election of Directors

Nominees for Election at the 2020 Annual Meeting

Board Committees ·  Audit Committee ·  Risk Mitigation and Investment Policy Committee Key Skills ·  Utility Industry ·  Regulatory ·  Financial ·  Leadership ·  Mergers & Acquisitions ·  Geographic Diversity ·  “C-Suite” Experience	Francis O. Idehen Chief Operating Officer, GCM Grosvenor		Director since2019 Age42 Independent Director
	WENDELL F. HOLLANDExperience PARTNER, CFSD GROUP, LLC·Chief Operating Officer for GCM Grosvenor, an independent alternative asset management firm since May 2017.	·Served in senior roles at Exelon Corporation from 2011 to 2017, serving as its treasurer, head of investor relations, and managing director of its investment office.
	Mr. Idehen has a bachelor’s degree in economics from Yale University and an MBA from Harvard Business School.   AGE: 66Qualifications: DIRECTORSINCE 2011 MEMBER, CORPORATE GOVERNANCE COMMITTEE MEMBER, RISK MITIGATIONAND INVESTMENT POLICY COMMITTEE

Biography:Mr. Holland has been a partner in CFSD Group, LLC, advisors for local and regional utility financing, since July 2009. Mr. Holland was partner in the law firm of Saul Ewing, LLP from October 2008 to September 2013. Mr. Holland served as Chairman of the Pennsylvania Public Utility Commission from 2004 to 2008 and as a Commissioner from 1990 to 1993, and 2003 to 2004. Mr. Holland was Of Counsel to the law firm of Obermayer Rebman from 1999 to 2003, Vice President of American Water Works Company from 1996 to 1999 and a partner at the law firm of LeBoeuf Lamb Greene and McRae from 1993 to 1995. He has served as Treasurer of the National Association of Utility Regulatory Commissioners (NARUC) and also served on NARUC’s Executive Committee, Board of Directors, and as Chairman of its Audit and Investment Committees. He is a director of Bryn Mawr Trust Bank, Main Line Health, and was a member of the Allegheny Energy Board of Directors from 1994 to 2003.

Qualifications:Mr. Holland has extensive knowledge and experience in the regulation of public utilities, especially water utilities. His experience as chairman of the Public Utility Commission in Pennsylvania for four years and a Commissioner for an additional four years enables him to provide valuable insight into the regulatory process. His prior service as a member of the Board of Directors of a large, publicly traded energy company also enables him to play a meaningful role on the Company’s Board of Directors. As outside counsel to, and an executive at other public utility companies, he has a valuable perspective on the various issues facing public utility companies. The Board of Directors has determined that Mr. Holland is an independent director. The Board of Directors views Mr. Holland’s independence, his experience with utility regulation and utility operations, his reputation in the utility industry and his leadership roles in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. HollandMr. Idehen has extensive experience with large and complex businesses, including a major utility Company, in various management and financial positions. Mr. Idehen has lived and worked in Illinois, an important area of the Company’s operations, for many years. The Board of Directors views Mr. Idehen’s independence, his experience with various aspects of the utility industry, and his experience as a chief operating officer charged with making prudent financial investments as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Idehen should serve as a director of the Company.

 

Other current public company directorships (0).

Board Committees ·  Chair, Executive Compensation Committee ·  Executive Committee ·  Corporate Governance Committee Key Skills ·  Utility Industry ·  Regulatory ·  Legal Government ·  Leadership ·  Mergers & Acquisitions ·  Geographic Diversity ·  “C-Suite” Experience	Ellen T. Ruff Former President, Duke Energy		Director since2006 Age71 Independent Director
			6

Experience ·  President, Office of Nuclear Development, for Duke Energy Corporation, 2008 until her retirement in January 2011. ·Partner at the law firm of McGuire Woods LLP from 2011 to 2018.	·President of Duke Energy Carolinas, an electric utility that provides electricity and other services to customers in North Carolina and South Carolina from 2006 to 2008.
ELLEN T. RUFF PARTNER, MCGUIREWOODS, LLPAND FORMER PRESIDENT, DUKE ENERGYMs. Ruff joined Duke Energy in 1978 and during her career held a number of key positions, including: Vice President and General Counsel of Corporate, Gas and Electric Operations; Senior Vice President and General Counsel for Duke Energy; Senior Vice President of Asset Management for Duke Power; Senior Vice President of Power Policy and Planning; and Group Vice President of Planning and External Affairs.   AGE: 69Qualifications: DIRECTORSINCE 2006Ms. Ruff has over 30 years of experience with a major utility company in various management, operations, legal planning and public affairs positions. Ms. Ruff has lived and worked in North Carolina, an important area of the Company’s operations, for many years.   CHAIR, EXECUTIVE COMPENSATION COMMITTEE MEMBER, EXECUTIVE COMMITTEE MEMBER, CORPORATE GOVERNANCE COMMITTEE

Biography: Ms. Ruff is a partner in the law firm of McGuireWoods, LLP. She was President, Office of Nuclear Development, for Duke Energy Corporation, from December 2008 until her retirement in January 2011. From April 2006 through December 2008, Ms. Ruff was President of Duke Energy Carolinas, an electric utility that provides electricity and other services to customers in North Carolina and South Carolina. Ms. Ruff joined Duke Energy in 1978 and during her career held a number of key positions, including: Vice President and General Counsel of Corporate, Gas and Electric Operations; Senior Vice President and General Counsel for Duke Energy; Senior Vice President of Asset Management for Duke Power; Senior Vice President of Power Policy and Planning; and Group Vice President of Planning and External Affairs.

Qualifications:Ms. Ruff has over 30 years of experience with a major utility company in various management, operations, legal planning and public affairs positions. Ms. Ruff has lived and worked in North Carolina, an important area of the Company’s operations, for many years. Ms. Ruff has served as a member of the Company’s Executive Compensation Committee since 2006. The Board of Directors has determined that Ms. Ruff is an independent director. The Board of Directors views Ms. Ruff’s independence, her experience with various aspects of the utility industry, her knowledge of North Carolina and her demonstrated leadership roles in business and community activities as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Ms. Ruff should serve as a director of the Company.

 

Other current public company directorships (0).

16   ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT

Proposal 1 Election of Directors

Nominees for Election at the 2020 Annual Meeting

Board Committees ·  Chairman, Audit Committee ·  Risk and Investment Policy Committee Key Skills ·  Utility Industry ·  Regulatory ·  Financial ·  Leadership ·  Mergers & Acquisitions ·  Geographic Diversity ·  “C-Suite” Experience	Lee C. Stewart Private Financial Consultant		Director since2018 Age71 Independent Director
	Experience ·  Mr. Stewart is a private financial consultant with over 25 years of experience as an investment banker. ·Vice President at Union Carbide Corporation from 1996 to 2001, responsible for various treasury and finance functions.	·  Chief Financial Officer of Foamex International, Inc. 2001 to 2002.
	Qualifications:   7Mr. Stewart has over 25 years of experience as an investment banker and over 20 years of experience as a director of a public Company. Mr. Stewart possesses significant experience with financial services, finance and banking, public Company accounting and financial reporting, strategic planning, operations and risk management, and corporate governance. The Board of Directors has determined that Mr. Stewart is an independent director. The Board of Directors views Mr. Stewart’s independence and his experience as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Stewart should serve as a director of the Company. Other current public company directorships (2): Currently serves on the boards of P. H. Glatfelter Company, a New York Stock Exchange-listed global supplier of specialty papers and engineered materials, and Mood Media, Inc, an international in-store provider of music, digital signage, hold music, on-hold messaging, scent, integrated audio/video, and interactive mobile marketing products.

Board Committees ·  Corporate Governance Committee ·  Executive Compensation Committee Key Skills ·  Utility Industry ·  Regulatory ·  Legal/Government ·  Mergers & Acquisitions ·  Leadership ·  Geographic Diversity ·  C-Suite” Experience	Christopher C. Womack President, External Affairs, Southern Company		Director since2019 Age62 Independent Director
	Experience ·  President, External Affairs, Southern Company, a leading American gas and electric utility holding company based in Atlanta, Georgia, 2008 to present. ·He has worked in various executive leadership positions at Southern Company since 1988, including Executive Vice President, Georgia	Power Company from 2006 to 2008; Senior Vice President, Fossil & Hydro Power, Georgia Power Company from 2001 to 2006; and Senior Vice President, Human Resources from 1998 to 2001. ·From 1979 to 1987 he served as a legislative aide in the U.S. House of Representatives.
	Qualifications: Mr. Womack has over 20 years of experience as an executive of a gas and electric utility. Mr. Womack possesses significant experience with utility operations, human resources and governmental affairs. The Board of Directors views Mr. Womack’s independence and his experience as important qualifications, skills and experience supporting the Board of Directors’ conclusion that Mr. Womack should serve as a director of the Company. Other current public company directorships (0).

	The Board of Directors unanimously recommends a voteFORthe election of each of these nominees as director.

ESSENTIAL UTILITIES, INC.2020 PROXY STATEMENT   17

Corporate Governance