UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
Date of Report (Date of earliest event reported): July 9, 2014
UNITIL CORPORATION
(Exact name of registrant as specified in its charter)
| New Hampshire | 1-8858 | 02-0381573 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 6 Liberty Lane West, Hampton, New Hampshire | 03842-1720 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (603) 772-0775
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:
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On July 9, 2014, Dr. William D. “Bro” Adams resigned as a member of the Board of Directors (the “Board”) of Unitil Corporation (the “Company”) in order to accept a position with the federal government.
Dr. Adams was nominated by President Barack Obama to serve as Chairman of the National Endowment for the Humanities, and Dr. Adams was confirmed by the U.S. Senate on July 9, 2014. As the head of a federal agency, Dr. Adams was required to tender his resignation as a member of the Board. Dr. Adams’ resignation is not because of a disagreement with the Company. Dr. Adams became a member of the Board in March 2009. His resignation was effective July 9, 2014.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s press release announcing Dr. Adams’ resignation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated July 9, 2014. | |
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.
| UNITIL CORPORATION | ||
| By: | /s/ Mark H. Collin | |
| Mark H. Collin | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
| Date: | July 14, 2014 | |
EXHIBIT INDEX
| Number |
Exhibit | |
| 99.1 | Press release dated July 9, 2014. | |
Exhibit 99.1
UNITIL DIRECTOR RESIGNS
HAMPTON, NH, July 9, 2014: Unitil Corporation (NYSE:UTL) (www.unitil.com) today announced that Dr. William D. “Bro” Adams has notified the Company and the Board of Directors (the “Board”) that he has resigned as a member of the Board in order to accept a position with the federal government. In April, Dr. Adams was nominated by President Barack Obama to serve as chairman of the National Endowment for the Humanities, and he was confirmed by the U.S. Senate on July 9. As the head of a federal agency, Dr. Adams is required to tender his resignation as a member of the Unitil Corporation Board. “We congratulate Bro on this tremendous achievement. We will sorely miss his knowledge and wise counsel as a member of the Unitil Board,” stated Robert G. Schoenberger, Unitil’s Chairman, Chief Executive Officer and President.
“I greatly enjoyed my time on the Unitil Board”, said Adams. “It was a real pleasure serving such a well-run and successful company. I am particularly proud of the Company’s recent growth in my own state of Maine. Unitil will be an important part of Maine’s energy future for many years to come.”
Dr. Adams was the president of Colby College (“Colby”) in Waterville, Maine, from 2000 until his recent retirement on June 30, 2014. As president, Dr. Adams also served on the board of trustees of Colby. Prior to Colby, Dr. Adams served as president of Bucknell University (“Bucknell”) from 1995 until 2000, as well as vice president and secretary of Wesleyan University in Connecticut, before Bucknell. Earlier in his career, Dr. Adams also taught political philosophy at the University of North Carolina at Chapel Hill and Santa Clara University, and was coordinator of the Great Works in Western Culture program at Stanford University. Dr. Adams also serves as a member of the board of directors of Maine Public Broadcasting Corporation.
Dr. Adams had been a member of the Unitil Board since March 2009, and his current term would have expired in April 2015. His resignation is effective as of today, July 9, 2014.
6 Liberty Lane West
Hampton, New Hampshire 03842
www.unitil.com
Ph: 603-772-0775 Fax: 603-773-6605
About Unitil Corporation
Unitil Corporation provides energy for life by safely and reliably delivering natural gas and electricity in New England. We are committed to the communities we serve and to developing people, business practices, and technologies that lead to dependable, more efficient energy. Unitil Corporation is a public utility holding company with operations in Maine, New Hampshire and Massachusetts. Together, Unitil’s operating utilities serve approximately 102,400 electric customers and 75,900 natural gas customers. Other subsidiaries include Usource, Unitil’s non-regulated business segment. For more information about our people, technologies, and community involvement please visit www.unitil.com.
For more information please contact:
David Chong – Investor Relations
Phone: 603-773-6499
Email: chong@unitil.com
Alec O’Meara – Media Relations
Phone: 603-773-6404
Email: omeara@unitil.com