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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): December 11, 2024

 

Essential Utilities, Inc.
(Exact Name of Registrant Specified in Charter)

Pennsylvania 001-06659 23-1702594
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

762 West Lancaster Avenue    
Bryn Mawr, Pennsylvania   19010-3489
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (610) 527-8000

 

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))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $.50 par value   WTRG   New York Stock Exchange

 

 

 

Item 8.01 Other Events.

  

Annually, the Essential Board of Directors (the “Board”) consults with the independent compensation consultant retained by the Board’s Executive Compensation Committee, Pay Governance, to review compensation paid with the goals of attracting and retaining high quality directors. Based on advice from Pay Governance and Board deliberation, on December 11, 2024, the Board of Essential Utilities, Inc. (the “Company”), upon the recommendation of the Executive Compensation Committee and the Corporate Governance Committee, approved an increase in the annual board cash retainer for all non-employee directors of $5,000 per year and an increase in the annual equity award for all non-employee directors of $15,000 per year. The increase is effective as of January 1, 2025, when the annual cash retainer will $110,000 and the annual equity award will be increased to $135,000 per year. The updated schedule of non-employee directors’ compensation is attached to this Form 8-K as an exhibit and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

10.1Non-Employee Directors’ Compensation, effective January 1, 2025.

 

104Cover Page Interactive Data File (formatted as inline XBRL).

 

 

 

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 hereunto duly authorized.

 

 

ESSENTIAL UTILITIES, INC.

     
December 13, 2024    By:    /s/ Christopher P. Luning
 

Name:  

 Christopher P. Luning
  Title: 

 

 Executive Vice President, General Counsel

 

 

Exhibit 10.1

 

Essential Utilities, Inc.

Non-Employee Directors’ Compensation, effective January 1, 2025 

 

At its regularly scheduled meeting on December 11, 2024, the Board of Directors of Essential Utilities, Inc., upon the recommendation of its Executive Compensation Committee and its Corporate Governance Committee, approved increases in the annual cash and annual stock retainer paid to all non-employee directors. Following such approval, the compensation program for non-employee directors of Essential Utilities, Inc. is:

 

·an annual cash retainer of $110,000;
·an additional annual cash retainer for the Chair of the Executive Compensation Committee of $15,000;
·an additional annual cash retainer for the Chair of the Audit Committee of $20,000;
·an additional annual cash retainer for the Chair of the Corporate Governance Committee of $15,000;
·an additional annual cash retainer for the Chair of the Risk Mitigation Committee of $15,000;
·an additional annual cash retainer for the Lead Independent Director of $30,000; and
·an annual stock grant to non-employee directors of $135,000.

All directors are reimbursed for reasonable expenses incurred in connection with attendance at Board or Committee meetings.

 
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Dec. 11, 2024
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Entity File Number 001-06659
Entity Registrant Name Essential Utilities, Inc.
Entity Central Index Key 0000078128
Entity Tax Identification Number 23-1702594
Entity Incorporation, State or Country Code PA
Entity Address, Address Line One 762 West Lancaster Avenue
Entity Address, City or Town Bryn Mawr
Entity Address, State or Province PA
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Title of 12(b) Security Common stock, $.50 par value
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