| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 16, 2018, Connecticut Water Service, Inc., a Connecticut corporation (the “Company”), held a special meeting of its shareholders (the “Special Meeting”) to consider and vote on proposals identified in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 2, 2018.
As of September 24, 2018, the record date for the Special Meeting, 11,955,192 shares of the Company’s common stock (the “Common Stock”) were outstanding and entitled to vote at the Special Meeting. Each share of Common Stock is entitled to three votes. There were represented in person or by proxy at the Special Meeting 26,654,524 votes of Common Stock, representing 74.32% of the total voting power of shares of Common Stock outstanding and entitled to vote. The final voting results for each proposal are described below.
1. The proposal to approve the Second Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018 (the “Merger Agreement”), among SJW Group, a Delaware corporation (“SJW”), Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW (“Merger Sub”), and the Company, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of SJW (the “Merger Agreement Proposal”). Approval of the Merger Agreement Proposal required the affirmative vote of the holders oftwo-thirds (66 2/3%) of the outstanding shares of Common Stock entitled to vote on the proposal. The Merger Agreement Proposal received the affirmative vote of approximately 68.72% of the shares of Common Stock entitled to vote on this proposal and, therefore, was approved.
| | | | |
For | | Against | | Abstain |
| 24,645,517 | | 1,756,178 | | 252,829 |
2. The proposal to approve, on anon-binding advisory basis, specific compensatory arrangements between the Company and its named executive officers relating to the Merger (the “Compensation Proposal”). Approval of the Compensation Proposal required that the votes cast favoring the proposal by holders of Common Stock entitled to vote on the proposal exceeded the votes cast opposing the proposal by holders of Common Stock entitled to vote on the proposal. The Compensation Proposal received the affirmative vote of approximately 55.81% of the votes cast by the holders of Common Stock entitled to vote on this proposal and, therefore, was approved.
| | | | |
For | | Against | | Abstain |
| 14,605,011 | | 11,562,864 | | 486,623 |
3. The proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement (the “Adjournment Proposal”). Approval of the Adjournment Proposal required that the votes cast favoring the proposal by holders of Common Stock entitled to vote on the proposal exceeded the votes cast opposing the proposal by holders of Common Stock entitled to vote on the proposal. The Adjournment Proposal received the affirmative vote of approximately 88.93% of the votes cast by the holders of Common Stock entitled to vote on this proposal and, therefore, was approved.
| | | | |
For | | Against | | Abstain |
| 23,392,990 | | 2,913,146 | | 348,368 |
On November 16, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of such press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
