UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 29, 2021
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction
of incorporation) | | 1-13883
(Commission file number) | | 77-0448994
(I.R.S. Employer
Identification Number) |
1720 North First Street
San Jose, California
(Address of principal executive offices) | | 95112
(Zip Code) |
(408) 367-8200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares, par value $0.01 | | CWT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 29, 2021, the Board of Directors (the “Board”) of California Water Service Group (the “Company”) amended Section 2.2 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to change the specified Board size from a range of 7-14 directors to a range of 7-12 directors, the exact number to be fixed by the Board or a resolution of stockholders.
The foregoing is a general description only and is qualified in its entirety by reference to the actual language of the Bylaws, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
We hereby include the following exhibits with this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CALIFORNIA WATER SERVICE GROUP |
| Date: September 29, 2021 | By: | /s/ Martin A. Kropelnicki |
| | Name: | Martin A. Kropelnicki |
| | Title: | President & Chief Executive Officer |
