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) April 29, 2020
SJW Group
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-8966 | | 77-0066628 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 110 West Taylor Street, | San Jose, | CA | | 95110 |
| (Address of principal executive offices) | | (Zip Code) |
(408) 279-7800
Registrant’s telephone number, including area code
Not Applicable
(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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | SJW | | New York Stock Exchange LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
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| Item 5.07: | Submission of Matters to a Vote of Security Holders. |
At the Corporation's 2020 annual meeting of stockholders held on April 29, 2020, the following proposals were approved by the stockholders: (i) the election of ten (10) nominees listed in the proxy statement to serve on the Board of Directors of the Corporation, (ii) the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis, and (iii) the ratification of the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2020, each by the votes set forth below:
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| Proposal 1: Election of Directors: |
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| Name of Director | For | Against | Abstain | Broker Non-Votes |
| Katharine Armstrong | 21,537,074 | 423,034 | 21,811 | 3,652,875 |
| Walter J. Bishop | 21,469,747 | 490,999 | 21,173 | 3,652,875 |
| Mary Ann Hanley | 21,746,409 | 216,779 | 18,731 | 3,652,875 |
| Heather Hunt | 21,735,320 | 227,332 | 19,267 | 3,652,875 |
| Gregory P. Landis | 21,733,533 | 230,603 | 17,783 | 3,652,875 |
| Debra C. Man | 21,749,665 | 213,159 | 19,095 | 3,652,875 |
| Daniel B. More | 21,685,404 | 279,244 | 17,271 | 3,652,875 |
| Eric W. Thornburg | 20,724,186 | 1,231,118 | 26,615 | 3,652,875 |
| Robert A. Van Valer | 21,600,024 | 364,143 | 17,752 | 3,652,875 |
| Carol P. Wallace | 21,740,097 | 223,788 | 18,034 | 3,652,875 |
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| Proposal 2: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement: |
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| For | Against | Abstain | Broker Non-Votes |
| 21,250,532 | 589,231 | 142,156 | 3,652,875 |
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| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm: |
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| For | Against | Abstain | Broker Non-Votes |
| 24,689,989 | 907,861 | 36,944 | 0 |
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| Item 9.01: | Financial Statements and Exhibits.
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| (d) | Exhibits |
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Exhibit Number | Description of Document |
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| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document |
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 thereunto duly authorized.
SJW GROUP
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| Date: April 30, 2020 | /s/ James P. Lynch |
| | James P. Lynch, Chief Financial Officer and Treasurer |
