Item 1.01 Entry into a Material Definitive Agreement.
OnJanuary 22, 2020 , the Board of Directors (the "Board") ofNew Jersey Resources Corporation (the "Company"), pursuant to the recommendation of the Board's Nominating/Corporate Governance Committee (the "NCGC"), namedDonald L. Correll as the Non-Executive Chairman of the Board, effective immediately following the Annual Meeting of Shareowners (the "Annual Meeting") held on that same date. OnJanuary 21, 2020 , the Board, pursuant to the recommendation of the NCGC, (x) approved an additional annual retainer for the non-executive Chairman in the amount of$80,000 , 50 percent of which will be paid in cash and 50 percent in restricted stock units and (y) eliminated the additional annual cash retainer for the Chair of the Board's Executive Committee. A summary of the Company's 2020 non-employee director compensation (the "Non-Employee Director Compensation Plan") showing the approved changes is attached hereto as Exhibit 10.1 and incorporated by reference herein. In addition, the Board granted each non-employee director of the Board their respective annual equity retainers in the form of restricted stock units ("RSUs") as set forth in the Non-Employee Director Compensation Plan and each non-employee director entered into a 2017 Stock Award and Incentive Plan Director Restricted Stock Units Agreement (the "Non-Employee Director RSU Agreement"), a form of which is attached hereto as Exhibit 10.2 and incorporated by reference herein. The Non-Employee Director RSU Agreement provides that each RSU will vest upon the earlier of one year from the grant date and the next annual meeting of shareowners. The foregoing descriptions of the Non-Employee Director Compensation Plan and the Non-Employee Director RSU Agreements are qualified in their entirety by the terms and provisions of the Non-Employee Director Compensation Plan and the Non-Employee Director RSU Agreement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, of the 90,169,270 shares outstanding and entitled to vote as of the record date, 77,905,319 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 six directors nominated by theBoard for election to the Board at the Annual Meeting.James H. DeGraffenreidt , Jr. was elected to serve until the Company's 2021 Annual Meeting of Shareowners or until his successor is elected and qualified,Gregory E. Aliff was elected to serve until the Company's 2022 Annual Meeting of Shareowners or until his successor is elected and qualified, andStephen D. Westhoven ,Jane M. Kenny ,Sharon C. Taylor andDavid A. Trice were each re-elected to serve until the Company's 2023 Annual Meeting of Shareowners or until their respective successors are elected and qualified, all by the votes set forth in the table below: Nominee For Withheld Broker Non-Votes James H. DeGraffenreidt, Jr. 65,950,484 687,445 11,267,390 Gregory E. Aliff 65,964,307 673,622 11,267,390 Stephen D. Westhoven 65,858,064 779,865 11,267,390 Jane M. Kenny 65,006,552 1,631,377 11,267,390 Sharon C. Taylor 64,803,550 1,834,379 11,267,390 David A. Trice 64,958,495 1,679,434 11,267,390 The terms of office of the following directors continued after the Annual Meeting:Donald L. Correll ,M. William Howard , Jr.,George R. Zoffinger ,Robert B. Evans andThomas C. O'Connor .Laurence M. Downes andJ. Terry Strange retired at the Annual Meeting. Item 2: The 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 59,750,862 6,433,792 453,275 11,267,390
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Item 3: The Company's shareowners ratified the appointment of
For Against Abstain Broker Non-Votes 76,484,058 1,243,085 178,176 N/A
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Exhibit 10.1 Summary of 2020 Non-Employee Director Compensation Plan 10.2 2017 Stock Award and Incentive Plan Form of Director
Restricted Stock Units Agreement
104 Cover page in Inline XBRL format
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