UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 14, 2022, Lisa Crutchfield provided notice that she will not stand for re-election to the Unitil Corporation (the “Company”) Board of Directors (the “Board”) at the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Ms. Crutchfield has served on the Board since 2012, including as the chair of the Compensation Committee since 2017. Ms. Crutchfield will leave the Board when her current term expires at the Annual Meeting on April 27, 2022.
As a result of Ms. Crutchfield’s decision, the Nominating and Governance Committee recommended, and the Board granted, a one-time waiver of the Board’s retirement policy to Eben Moulton with respect to his nomination as a candidate for re-election at the Annual Meeting. Mr. Moulton’s continued service on the Board will help ensure that there are at least nine Board members, as required by the Company’s Articles of Incorporation. Further, the Company will continue to benefit from Mr. Moulton’s service as a member of the Board because of his business, financial and energy industry expertise, as well as his proven leadership. Mr. Moulton will stand for re-election to the Board at the Company’s Annual Meeting for a term of three years.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Number |
Exhibit | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Robert B. Hevert | |
Robert B. Hevert | ||
Senior Vice President, Chief Financial Officer and Treasurer | ||
Date: | March 18, 2022 |