NEW JERSEY RESOURCES CORP
For the period ended Sep 30, 2024. Filed Dec 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 30, 2024 · Filed Dec 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
NEW JERSEY RESOURCES
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
We are committed to enhancing our customers’ quality of life by meeting their expectations for reliability and value in an environmentally responsible way — every day.
These core values drive our Commitment to Stakeholders:
Safe, Reliable Service
Customer Satisfaction
Sustainable Growth and Innovation
Engaged and High-Performing Workforce
Social Responsibility
Superior Financial Performance
Message from OurPresident and CEO
“The energy transition is creating new, exciting opportunities for NJR to grow and thrive.”
STEVE WESTHOVENDECEMBER 11, 2024
Dear Shareowner,
Fiscal 2024 was another strong year for New Jersey Resources (NJR). Across our diversified portfolio of complementary businesses, our team executed on our strategy and delivered performance and value for our shareowners.
In fiscal 2024, NJR achieved net financial earnings of $2.95 per share, compared to $2.70 per share last year – surpassing our peer-leading long-term growth target of 7–9%. We also increased our dividend 7.1% to a rate of $1.80 per share, marking our 29th consecutive year of dividend growth.
As the energy markets continue to evolve, NJR is well positioned for continued growth and success. As we look ahead, our team is focused on leveraging our infrastructure to meet the growing energy demand, reducing emissions and providing long-term value for our shareowners in a cleaner energy future.
NJR continues to invest, innovate and execute to meet our customers’ energy needs safely and reliably and advance our decarbonization priorities. This commitment is reflected in our track record of prudently deploying capital and making strategic investments to consistently deliver financial outperformance, while leading on sustainability with new technology and innovation. The hard work, collaboration, perseverance and leadership demonstrated by our team throughout the year enabled us to achieve these outstanding results.
Please join us at the 2025 Annual Meeting of Shareowners on January 21, 2025, at 9:30 a.m., Eastern Standard Time via webcast atwww.virtualshareholdermeeting.com/NJR2025. Your vote is important. Whether or not you attend the meeting, I encourage you to vote via internet, telephone or mail to ensure your shares are properly represented.
On behalf of our entire company, thank you for your continued investment and confidence in NJR. We have a strong foundation to grow our business, anchored in our world-class team, culture of innovation and commitment to our stakeholders. We look forward to rewarding your trust by continuing to deliver the results our stakeholders expect.
Sincerely,
Steve Westhoven
President and CEO
(1)Net financial earnings is a financial measure not calculated in accordance with generally accepted accounting principles (“GAAP”) of the United States and is discussed in greater detail under “Net Financial Earnings Component.” For a full discussion of net financial earnings and a reconciliation to net income, please see Appendix A.
| 2024 Proxy Statement | 1 |
| Notice of Annual Meetingof Shareowners | New Jersey Resources Corporation1415 Wyckoff RoadWall, New Jersey 07719 |
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| Annual Meeting: Tuesday,January 21, 20259:30 A.M., Eastern Standard Time | Online, via Webcast atwww.virtualshareholdermeeting.com/NJR2025 |
The 2025 Annual Meeting of Shareowners is being held for the following purposes:
ITEMS OF BUSINESS
To elect as directors the three nominees to the Board of Directors named in the attached Proxy Statement, each for a term expiring in 2028
To approve a non-binding advisory resolution approving the compensation of our named executive officers
To ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2025
To transact any other business that may properly be brought before the 2025 Annual Meeting of Shareowners or any adjournments or postponements thereof
The New Jersey Resources Corporation 2025 Annual Meeting of Shareowners (the “Meeting”) will be held in a virtual meeting format, via the internet, with no physical in-person meeting. We have designed the format of the virtual meeting to ensure that our shareowners who attend the Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting.
If you cannot attend the Meeting, a replay of the Meeting will be available at the Investor Relations section of our website for one year following the date of the Meeting.
Shareowners will be able to attend and vote at the Meeting and to submit questions before and during the Meeting via the internet. To participate in the Meeting (e.g., to submit questions or vote), you will need the control number provided on your proxy card, voting instruction form or Notice Regarding Availability of Proxy Materials. For more information, please see “Questions and Answers About the Meeting,” which begins on page 91 of the attached Proxy Statement.
| 2 | 2024 Proxy Statement |
Notice of Annual Meeting of Shareowners
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
| BY INTERNETwww.proxyvote.com or scan the Quick Response “QR” Barcode on your proxy card. | BY TELEPHONECall1-800-690-6903 as noted on your proxy card. | BY MAILSign, date and return your proxy card in the enclosed envelope. | AT THE VIRTUAL MEETINGYou also may vote online during the Meeting by following the instructions provided on the website during the Meeting. See “Questions and Answers About the Meeting” for instructions on how to attend the Meeting. |
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The Board of Directors of NJR (the “Board”) has fixed the close of business on November 27, 2024, as the record date (the “Record Date”) for the determination of the shareowners entitled to notice of, and to vote at, the Meeting. Only shareowners of record at the close of business on the Record Date will be entitled to vote at the Meeting.
In accordance with U.S. Securities and Exchange Commission (“SEC”) rules, we are furnishing proxy materials to our shareowners via the internet. You may read, print or download our 2024 Proxy Statement and Annual Report athttp://investor.njresources.com/annual-proxy.cfm.
On or about December 11, 2024, we will mail our shareowners a notice (the “Notice”) that explains (i) how to access our 2024 Proxy Statement and Annual Report, (ii) how to vote and (iii) how to attend the Meeting. The Notice will also provide instructions on how to request a paper copy of these documents.
The Meeting is taking place in a virtual-only format, which allows us to connect with more shareowners and answer more questions while simultaneously providing our shareowners with all of the same rights, including the opportunities to vote and ask questions, that they would have had at an in-person meeting. For more information, please see the section titled “Questions and Answers About the Meeting.”
We hope you will attend our virtual meeting. Regardless of whether you plan to attend, it is important that your shares are represented and voted at the Meeting. If you received a paper copy of the proxy card or voting instruction form by mail, you can vote by signing, dating and returning that document. You can revoke your proxy at any time before it is exercised in the manner set forth in “Questions and Answers About the Meeting,” which begins on page 91 of this Proxy Statement.
Registered shareowners and participants in plans holding shares of our Common Stock may vote by telephone, by internet or by mail. To use these convenient services, follow the steps detailed in the voting instructions that are attached to the proxy card. Beneficial owners of shares of our Common Stock held in street name through a bank or brokerage account should follow the voting instructions they receive from the institution that holds such shares. Brokers may not vote your shares on the election of directors or the non-binding proposal regarding the compensation of our named executive officers without specific instructions as to how to vote. Please return your proxy card so your vote can be counted as promptly as possible.
Thank you.
Tejal K. Mehta
Corporate Secretary and Assistant General Counsel Wall, New Jersey
Dated:
December 11, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON JANUARY 21, 2025.
The 2024 Proxy Statement, Notice of Annual Meeting and Annual Report are available athttp://investor.njresources.com/annual-proxy.cfm.
| 2024 Proxy Statement | 3 |
Table of Contents
| Notice of Annual Meeting of Shareowners | 2 |
|---|---|
| Proxy Statement Summary | 5 |
| Meeting Agenda | 5 |
| Directors | 5 |
| Performance Highlights | 7 |
| Compensation Highlights | 7 |
| Governance Highlights | 7 |
| Election of Directors | 9 |
| Summary of Director Qualifications and Experience | 9 |
| Skills and Experience of Directors | 10 |
| Corporate Governance and Related Matters | 18 |
| Board Meetings, Attendance at Annual Meeting of Shareowners & Independence Standards | 18 |
| Changes in Board Member Principal Occupation | 19 |
| Certain Relationships and Related Person Transactions | 19 |
| Board Refreshment and Succession Planning | 20 |
| Board Leadership Structure | 21 |
| Information About the Board’s Committees | 24 |
| Corporate Governance Guidelines | 27 |
| Compensation Committee Interlocks and Insider Participation | 27 |
| Code of Business Conduct and Ethics | 27 |
| Insider Trading Policies and Procedures | 27 |
| Communications with the Board | 28 |
| Director Compensation | 28 |
| Directors’ Deferred Compensation Plan | 29 |
| Fiscal Year 2024 Director Compensation | 30 |
| Non-Employee Director Share Ownership Guidelines | 30 |
| Stock Ownership | 31 |
| Principal Shareowners | 31 |
| Directors and Executive Officers | 32 |
| Securities Authorized for Issuance Under Equity Compensation Plans | 33 |
| Compensation Discussion and Analysis | 34 |
| Executive Summary | 34 |
| Principles of Our Compensation Framework | 39 |
| Elements of Our Compensation Program for Named Executive Officers | 40 |
| The Compensation Review Process | 41 |
| Establishing Total Direct Compensation | 43 |
| Components of Compensation | 44 |
| Retirement Programs | 59 |
| Severance Policies | 59 |
| Deferred Compensation | 60 |
|---|---|
| Other Benefits | 61 |
| Share Ownership Guidelines | 61 |
| Compensation Recoupment | 62 |
| Anti-Hedging and Pledging Policy | 62 |
| Timing of Stock Option and Other Equity Award Grants | 63 |
| United States Federal Income Tax Limits on Deductibility | 63 |
| Advisory Votes on Executive Compensation | 63 |
| Report of the Leadership Development and Compensation Committee | 64 |
| Compensation Risk Assessment | 64 |
| Executive Compensation | 65 |
| Summary Compensation Table | 65 |
| All Other Compensation Table | 66 |
| Grants of Plan-Based Awards | 67 |
| 2017 Stock Award and Incentive Plan | 68 |
| Outstanding Equity Awards at Fiscal Year End | 69 |
| Stock Vested | 72 |
| Pension Benefits | 73 |
| Non-Qualified Deferred Compensation | 75 |
| Potential Payments Upon Termination or Change of Control | 76 |
| CEO Pay Ratio | 79 |
| Non-Binding Proposal to Approve the Compensation of Our Named Executive Officers | 86 |
| Ratification of Appointment of Independent Registered Public Accounting Firm | 87 |
| Audit Committee Report | 89 |
| Questions and Answers About the Meeting | 91 |
| Separate Copies for Beneficial Owners | 96 |
| Incorporation by Reference | 96 |
| Other Matters | 97 |
| Appendix A: Reconciliation of Net Income (GAAP) to Net Financial Earnings (Non-GAAP) and Earnings Per Share (GAAP) to Net Financial Earnings Per Share (Non-GAAP) | 98 |
| 4 | 2024 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.