Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
(b) On March 1, 2018, Robert G. Schoenberger, Chairman of the Board of
Directors, Chief Executive Officer and President of Unitil Corporation (the Company), provided notice that he will retire and, in connection with his retirement, resign from the Company and each of its subsidiaries effective as of
April 25, 2018. On March 1, 2018, Mr. Schoenberger also provided notice that he will not stand for
re-election
to the Companys Board of Directors at its 2018 Annual Meeting of
Shareholders. Upon Mr. Schoenbergers retirement, he and the Company will have generally completed their respective obligations under his Employment Agreement with the Company dated November 1, 2015.
(c) As part of the Companys leadership succession plan, on March 1, 2018, the Companys Board of Directors appointed
Thomas P. Meissner, Jr. to succeed Mr. Schoenberger as Chairman of the Board of Directors, Chief Executive Officer and President of the Company, effective as of April 25, 2018. In accordance with Article VI of the Companys
by-laws,
the term of office of each of the Companys officers (including Mr. Meissner) is until the first meeting of the Board of Directors after the next annual meeting of shareholders, and until such
officers successor shall have been chosen and qualified.
Mr. Meissner (age 55) has been the Companys senior vice president and chief
operating officer since June 2005. Mr. Meissner served as the Companys senior vice president, operations, from February 2003 through June 2005. Mr. Meissner served as the Companys director of engineering from 1998 to 2003.
Mr. Meissner began his career with the Company in 1994. Prior to joining the Company, Mr. Meissner held a number of engineering and operations positions at Public Service Company of New Hampshire, a predecessor company of Eversource Energy
(a multi-state gas and electric utility headquartered in Hartford, Connecticut and Boston, Massachusetts). Mr. Meissner earned his Bachelor of Science from Northeastern University in Boston, Massachusetts, in 1985 with degrees in Electrical
Engineering and Mechanical Engineering, and his MBA from the University of New Hampshire Whittemore School of Business and Economics in Durham, New Hampshire, in 2004. Mr. Meissner is a registered Professional Engineer in the state of New
Hampshire and has served as a director of the Northeast Gas Association since 2010.
The disclosure in Item 5.02(e) is incorporated by reference into this
Item 5.02(c).
(e) On March 1, 2018, upon the recommendation of the Companys Compensation Committee, the Companys
Board of Directors approved an Employment Agreement (the Employment Agreement) between the Company and Mr. Meissner, effective as of April 25, 2018.
The Employment Agreement generally provides that: (i) Mr. Meissner will serve as the Chairman of the Board of Directors, Chief Executive Officer and
President of the Company; (ii) his employment will continue through to April 24, 2021; (iii) the Company will pay him an initial base salary of $550,000 per year, which is subject to annual review by the Board of Directors for
discretionary periodic adjustments; (iv) he will participate in the Companys Management Incentive Plan at the initial target rate of 65% of his base salary, which is subject to annual review by the Companys Compensation Committee
for discretionary periodic adjustments; (v) he will participate in the Companys Supplemental Executive Retirement Program and other employee benefit plans available to the Companys executives; (vi) he will participate in the
Companys stock and similar plans; (vii) he will be entitled to a monthly automobile allowance of $1,000; and (viii) he will be reimbursed for a membership in a local health club.
The Employment Agreement also generally provides that the Company may terminate Mr. Meissners employment for any reason. If
Mr. Meissners employment is terminated for any reason other than for cause, death, or disability, or if he terminates his employment for good reason, then the Company
generally will pay him, in lump sum cash payments, (i) all accrued and unpaid salary, bonus and expense reimbursements, (ii) the present value of 24 monthly base salary payments,
(iii) the present value of two annual bonus payments, and (iv) the present value of the cost that the Company would have incurred to provide group medical, dental and life insurance coverage to him and his eligible dependents for two
years. If Mr. Meissners employment is terminated for cause, death, or disability, or if he terminates his employment other than for good reason, then the Company will have no further obligation to him under the Employment Agreement
(except for accrued and unpaid salary, bonus and expense reimbursement). The Employment Agreement generally protects the Companys interests during and for 12 months following Mr. Meissners termination by prohibiting him from
competing with the Company, from recruiting or soliciting the Companys officers or employees, and from diverting the Companys customers to the registrants competitors. It also prohibits Mr. Meissner from disclosing the
Companys confidential information following his termination, subject to certain exceptions.
The foregoing description of the Employment Agreement
does not purport to summarize all of the provisions of the Employment Agreement and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.