Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed in our Current Report on Form 8-K, dated December 8,
2021, Timothy F. Shea, Vice President, Energy Services of NJR Energy Services
Company ("NJRES"), the unregulated wholesale natural gas marketing business of
New Jersey Resources Corporation (the "Company"), is retiring after 23 years
with the Company, effective February 28, 2022.
In order to appropriately reward Mr. Shea for his recent contributions to the
Company's long-term financial results, as approved by the Company's Board of
Directors (the "Board"), the Company and Mr. Shea entered into an Incentive
Award Agreement, dated January 26, 2022 (the "Agreement"). The Agreement
provides Mr. Shea with the opportunity to receive an incentive award under the
Fiscal Year 2024 NJRES Annual Incentive Award Plan, or its successor plan, equal
to twenty percent (20%) of the Bonus Pool (as defined in the Agreement), which
will be based on the pre-tax, pre-incentive NJRES net financial earnings for
fiscal year 2024, but not to exceed $3,000,000 (the "Incentive Award"). The
Company may pay the Incentive Award in cash and/or shares of Company common
stock, as the Company may determine in its sole discretion (with the number of
shares to be paid, if any, calculated based on the applicable portion of the
Incentive Award divided by the closing price of the Company common stock as of
the last trading day immediately preceding the date of payment of the Incentive
Award). Mr. Shea's rights to receive an Incentive Award under the Agreement is
contingent upon his execution of a comprehensive release of claims against the
Company. In addition, the Agreement provides for customary non-solicitation,
confidentiality and non-disparagement covenants. Mr. Shea will not be eligible
to receive an incentive award under the NJRES Annual Incentive Award Plan for
any other fiscal year.
The above summary of the terms of the Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the
Agreement, which will be attached as an exhibit to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareowners (the "Annual Meeting") of New Jersey Resources
Corporation was held on January 26, 2022. At the Annual Meeting, of the
95,954,871shares outstanding and entitled to vote as of the record date,
82,178,866 shares were represented, constituting a quorum. The final results for
each of the matters submitted to a vote of shareowners at the Annual Meeting
were as follows:
Item 1: The Company's shareowners elected the three directors nominated by the
Board for election to the Board at the Annual Meeting. Gregory E. Aliff, Robert
B. Evans and Thomas C. O'Connor were each re-elected to serve until the
Company's 2025 Annual Meeting of Shareowners or until their respective
successors are elected and qualified, by the votes set forth in the table below:
Nominee For Withheld Broker Non-Votes
Gregory E. Aliff 70,946,315 709,194 10,523,357
Robert B. Evans 70,337,504 1,318,005 10,523,357
Thomas C. O'Connor 71,156,555 498,954 10,523,357
The terms of office of the following directors continued after the Annual
Meeting: Donald L. Correll, James H. DeGraffenreidt, Jr., M. Susan Hardwick,
Jane M. Kenny, Sharon C. Taylor, David A. Trice, Stephen D. Westhoven and George
R. Zoffinger. As previously disclosed, M. William Howard's term expired at the
Annual Meeting and he did not stand for reelection.
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Item 2: The Company's shareowners approved a non-binding advisory resolution
approving the compensation of the Company's named executive officers, by the
votes set forth in the table below:
For Against Abstain Broker Non-Votes
69,424,884 1,648,885 581,740 10,523,357
Item 3: The Company's shareowners ratified the appointment of Deloitte & Touche
LLP as the Company's independent registered public accounting firm for the
fiscal year ending September 30, 2022, by the votes set forth in the table
below:
For Against Abstain Broker Non-Votes
81,192,881 786,496 199,489 -
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