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
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 | Submission of Matters to a Vote of Security Holders |
On April 27, 2022, the Company held its Annual Meeting of Shareholders at its offices in Hampton, NH. As of the record date for the meeting, the Company had 16,016,131 shares of common stock issued and outstanding and entitled to vote at the meeting. Of these shares, 14,046,872, or 87.7%, were present in person or represented by proxy at the meeting, which constituted a quorum for the transaction of business at the meeting. At the meeting, the Company’s shareholders voted:
| 1. | To elect three directors of the Company in Class I, nominated by the Company’s Board of Directors, each to serve a three-year term. The final vote was as follows: |
| No. of Shares | ||||||||||||||||
| For | Withheld | Broker Non Vote | Uncast | |||||||||||||
| Edward F. Godfrey |
11,418,725.02 | 568,149.83 | 2,059,998.00 | 0 | ||||||||||||
| Eben S. Moulton |
11,426,003.00 | 560,871.85 | 2,059,998.00 | 0 | ||||||||||||
| David A. Whiteley |
7,898,378.16 | 4,088,496.69 | 2,059,998.00 | 0 | ||||||||||||
All of the directors listed above were elected as directors at the meeting.
2. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022.The final vote was as follows:
| No. of Shares | ||||||||
| For |
Against |
Abstain |
Broker Non Vote |
Uncast | ||||
| 13,839,211.35 |
146,308.00 | 61,353.50 | 0 | 0 | ||||
3. To approve, on an advisory basis, the compensation of the Company’s named executive officers. The final vote was as follows:
| No. of Shares | ||||||||
| For |
Against |
Abstain |
Broker Non Vote |
Uncast | ||||
| 11,521,781.34 |
356,478.85 | 108,614.66 | 2,059,998.00 | 0 | ||||
| Item 7.01 | Regulation FD Disclosure |
On May 1, 2022, the Company adopted a written plan for trading securities under Rule 10b5-1 (the “10b5-1 trading plan”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to facilitate the repurchase of shares of its common stock in connection with the annual equity retainer for the members of the Board of Directors.
The 10b5-1 trading plan provides that a broker selected by the Company shall repurchase, on the Company’s behalf, shares of the Company’s common stock on the open market pursuant to the terms and limitations specified in the plan, including compliance with Rule 10b-18 under the Exchange Act. There can be no assurance that any shares will be repurchased by the Company either through the 10b5-1 trading plan or otherwise.
The Company may suspend or terminate the 10b5-1 trading plan at any time, so long as the suspension or termination is made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, or other applicable securities laws.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Number |
Exhibit | |
| 99.1 | Unitil Corporation 2022 10b5-1 Plan Agreement dated May 1, 2022 | |
| 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: May 3, 2022
Exhibit 99.1
Unitil Corporation
2022
10b5-1 Plan Agreement
This Agreement, dated May 1, 2022 (this “Instruction”), is made by and between Unitil Corporation (the “Issuer”) and Wells Fargo Clearing Services, LLC (the “Broker”).
WHEREAS, Issuer desires to repurchase shares of its common stock, no par value (the “Stock”), pursuant to its Stock repurchase program; and
WHEREAS, Issuer desires to appoint Broker to repurchase shares of Stock on Issuer’s behalf for the purpose of satisfying the Issuer’s obligations to deliver shares of Stock required in connection with Directors’ retainer stock, in accordance with this Instruction.
NOW, THEREFORE, the Issuer and the Broker hereby agree as follows:
| 1. | Broker shall repurchase shares of Stock on each day on which the New York Stock Exchange (the “Exchange”) is open for trading and the Stock trades regular way on the Exchange, and in accordance with the following schedule at the then prevailing market prices; provided, however, that the total number of shares to be purchased on any day shall not exceed the then applicable volume limitation of Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”). In the event that Broker is not able to complete the repurchase of the amount indicated in one Exchange trading day, the balance of such order shall be completed on the next succeeding Exchange trading day until the amount specified has been repurchased. |
Schedule:
Directors’ Retainer Stock: Commencing October 1, 2022, or the first available Exchange trading day thereafter, Stock shall be purchased with a total valuation not to exceed $587,000 excluding any applicable Broker commission charges.
| 2. | This Instruction shall become effective on May 1, 2022 and shall terminate on the earlier of the date upon which the values (excluding applicable Broker commission charges) of shares of Stock stated in the Schedule in paragraph 1 have been purchased or May 1, 2023. Notwithstanding the foregoing, Issuer may suspend or terminate this Instruction at any time so long as such decision is made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act or any other U.S. securities laws by providing written notice to Broker. Broker may terminate this Instruction upon three (3) days prior written notice to Issuer. Such written notice may be made by facsimile. Notwithstanding the termination of this Instruction, Issuer shall be solely responsible for any purchases properly made by Broker on Issuer’s behalf prior to Broker’s receipt of any notice of termination. |
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| 3. | Broker shall comply with Rule 10b-18 under the Exchange Act in effecting any purchase of Stock pursuant to this Instruction. Issuer shall not take any action which would cause any such purchase not to comply with Rule 10b-18. |
| 4. | Issuer represents and warrants that the purchase of Stock pursuant to this Instruction has been duly authorized by the Issuer, is consistent with the Issuer’s publicly announced Stock repurchase program and is not prohibited or restricted by any legal, regulatory or contractual restriction or undertaking binding on the Issuer. Issuer shall immediately notify the Broker if it becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent the Broker from making purchases pursuant to this Instruction, and, in such a case, Issuer and Broker shall cooperate to amend or otherwise revise this Instruction to take account of such legal, regulatory or contractual restriction or undertaking (provided that neither party shall be required to take any action that would be inconsistent with the requirements of Rule 10b5-1(c)). |
| 5. | Issuer understands that Broker may not be able to effect a purchase due to a market disruption or a legal, regulatory or contractual restriction applicable to Broker. If any purchase cannot be executed as required by paragraph 1 due to a market disruption or a legal, regulatory or contractual restriction applicable to the Broker, then Broker shall effect such purchase as promptly as practical after the cessation or termination of such market disruption or applicable restriction. |
| 6. | Issuer shall indemnify Broker and its affiliates, directors, officers, agents, employees and assigns against any and all liabilities and expenses (including attorney’s fees and disbursements), or actions in respect of any and all liabilities or expenses, arising in connection with the transactions contemplated for the services furnished pursuant to this Instruction, including, but not limited to, liabilities and expenses arising by reason of any violation or alleged violation of any state or federal securities laws, in each case except to the extent that such liabilities or expenses arise in connection with the bad faith or gross negligence of Broker, or breach of this Instruction by Broker, in effecting the transactions contemplated by this Instruction. The Issuer shall also promptly reimburse Broker and its affiliates, directors, officers, agents, employees and assigns for all reasonable expenditures (including reasonable attorney’s fees and disbursements) made to investigate, prepare or defend any such action or claim in respect of any such liability or expense, regardless of whether any litigation is pending or threatened against Broker or its affiliates, directors, officers, agents, employees and assigns. Broker shall provide Issuer proper and timely notice with regard to the commencement of any such action. The provisions of this paragraph shall survive the termination of this Instruction. |
| 7. | It is the intent of the parties that this Instruction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Instruction shall be interpreted to comply with the requirements of Rule 10b5-1(c). |
| 8. | This Instruction shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto. |
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IN WITNESS WHEREOF, the undersigned have signed this Instruction as of the date first written above.
| /s/ Robert B. Hevert | ||
| Unitil Corporation | ||
| By: | Robert B. Hevert | |
| Senior Vice President, Chief Financial Officer & Treasurer | ||
| /s/ Tony Ambrosino | ||
| Wells Fargo Clearing Services, LLC | ||
| By: | Tony Ambrosino | |
| Managing Director, Equity Services Group | ||
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