8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 10, 2007
(May 8, 2007)
Connecticut Water Service, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Connecticut
(State or Other Jurisdiction of Incorporation)
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0-8084
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06-0739839 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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93 West Main Street, Clinton, Connecticut
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06413-0562 |
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(Address of Principal Executive Offices)
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(Zip Code) |
860-669-8630
(Registrants 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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events
2007 Annual Meeting of Shareholders
On May 8, 2007, the Company held its 2007 annual meeting of shareholders on the University of
Connecticut campus in Storrs, Connecticut. At the Annual Meeting, the Companys shareholders
elected a slate of three directors and ratified the Audit Committees selection of
PricewaterhouseCoopers LLP as independent auditors for 2007. The President/CEO and the Vice
President/CFOs presentation at the Annual Meeting of Shareholders will be available for viewing
for 30 days at the Companys web site: www.ctwater.com on the Investor Info page.
Reelected to the 10-member board was Heather Hunt, an attorney in Stratford, Connecticut, and
managing member of w.h. Robert & h.f. Hunt, LLC. Ms. Hunt was elected to the Board in June 2006.
Also reelected to the Board were Arthur C. Reeds, former Chief Investment Officer at Cigna
Corporation, and Eric W. Thornburg, President and CEO of the Company.
Election of Chairman and Lead Independent Director of the Board of Directors
The Board of Directors, at its Organizational Meeting following the Annual Meeting of
Shareholders, elected Mr. Thornburg as the new Chairman of the Board. Mr. Thornburg replaces
Marshall T. Chiaraluce as Chairman. Mr. Chiaraluce retired as President and CEO in March of 2006
and as Chairman on May 8, 2007.
In addition, the Board elected Donald B. Wilbur, retired from Unilever HPC, USA, after a
distinguished leadership career, as the lead independent director of the Board. As lead
independent director, Mr. Wilburs responsibilities will include presiding at all meetings of the
Board of Directors at which the Chairman is not present, including executive sessions of the
independent directors, serving as liaison between the Chairman and the independent directors, and
calling meetings of the independent directors, if necessary. Mr. Wilbur has been a director of the
Company since 1993.
Director Compensation
At its Organizational Meeting, the Board of Directors of the Company approved revised
compensation arrangements to be effective as of August 1, 2007 for members of the Board of
Directors, as follows:
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Compensation |
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Prior to |
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Following |
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August 1 |
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August 1 |
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Annual Board cash retainer |
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$ |
8,000 |
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$ |
8,000 |
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Committee Chair additional cash retainer |
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$ |
1,500 |
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$ |
2,000 |
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Board Meeting fee (regular, in-person meetings) |
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$ |
700 |
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$ |
800 |
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Special Meeting fee (in person or by phone) |
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$ |
800 |
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$ |
900 |
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Scheduled Committee Meetings (conference calls) |
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$ |
350 |
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$ |
400 |
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In addition to the revised cash compensation for Board members, the Board also approved the
award of restricted shares of the Companys Common Stock to each of the Companys non-employee
directors under the Companys 2004 Performance Stock Program (the Program). The number of shares
of Common Stock comprising each restricted share award shall, in each case, be equal to $5,000
divided by the fair market value (as calculated under the Program) of a share of Common Stock on
May 8, 2007, the date of grant, and rounded up to the nearest whole share.
The awards are not subject to the attainment of performance conditions and will vest in full
as of May 8, 2008, the first anniversary of the date of grant. Each award will be evidenced by a
written award agreement between the Company and the non-employee director. A copy of the form of
restricted share award agreement for non-employee directors is filed herewith as Exhibit
10.1 and is hereby incorporated by reference.
Adoption of Share Ownership Guidelines
At its meeting, the Board of Directors also adopted a guideline for all non-employee directors
to acquire ownership of not less than 1,000 shares of Common Stock within a 3-year period following
the later of May 8, 2007 for current directors, or the date of election to the Board for newly
elected directors.
Consulting Agreement with Marshall T. Chiaraluce
Effective with Mr. Chiaraluces retirement, the Company entered into a one-year consulting
agreement with Mr. Chiaraluce, renewable for an additional year upon agreement of the parties.
Under the agreement, the Company will pay Mr. Chiaraluce an annual retainer of $115,000, payable on
a quarterly basis. As a consultant, Mr. Chiaraluce will assist the Company with respect to its
business development activities involving the investor-owned and municipal water utility
marketplace in the New England states.
Press Release
On
May 10, 2007, the Company issued a press release describing the voting results of
shareholders at the annual meeting, the election of Messrs. Thornburg and Wilbur as the new
Chairman and Lead Independent Director, respectively, of the Board of Directors and the changes to
the compensation for members of the Companys Board of Directors described above.
A
copy of the Companys press release dated May 10, 2007 is filed herewith as Exhibit
99.1 and is hereby incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
The following are filed herewith as exhibits
(c) Exhibits
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10.1
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Form of Restricted Share Award Agreement for non-employee Directors
under the Companys 2004 Performance Stock Program. |
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99.1
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Company press release dated
May 10, 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
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CONNECTICUT WATER SERVICE, INC.
a Connecticut corporation
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Date: May 10, 2007 |
By: |
/s/ David C. Benoit
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Name: |
David C. Benoit |
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Title: |
Vice President -- Finance and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1
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Form of Restricted Share Award Agreement for non-employee Directors
under the Companys 2004 Performance Stock Program. |
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99.1
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Company press release dated
May 10, 2007. |
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