H2O AMERICA

For the period ended Jun 20, 2024. Filed Apr 29, 2024.

About this filing

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.

Jun 20, 2024 · Filed Apr 29, 2024

HTO$62.95+0.5%Stored close · as of Nov 6, 2026

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Contents

APPENDIX B

APPENDIX A

Reconciliation of SJW Group GAAP to Non-GAAP Financial Measures
(in thousands, except per share amounts)
	Years Ended December 31,
	2023	2022	2021	2020
Net Income (GAAP financial measure)	$84,987	$73,828	$60,478	$61,515
Adjustments:
Compensation-related items	4,574	3,603	3,217	3,154
Gain on sale of assets	(1,381)	(5,557)	(10,032)	(835)
Change in fair value of equity investments	(693)	—	—	—
Impairment of long-lived asset	—	—	1,942	—
Items of income, costs and expenses of acquisitions	(182)	202	116	444
Adjusted income (Non-GAAP financial measure)	$87,305	$72,076	$55,722	$64,278
Net income per common share (GAAP financial measure):
Basic	$2.69	$2.44	$2.04	$2.16
Diluted	$2.68	$2.43	$2.03	$2.14
Adjusted diluted income per common share (Non-GAAP financial measure):	$2.76	$2.37	$1.87	$2.24
Average common shares outstanding:
Basic	31,575	30,305	29,601	28,522
Diluted	31,663	30,424	29,736	28,695

ANNUAL MEETING OF STOCKHOLDERS

June 20, 2024

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned revokes all previous proxies, acknowledges receipt of the notice of the Annual Meeting of Stockholders to be held on June 20, 2024, and appoints Eric W. Thornburg and Andrew F. Walters, or either of them, the proxy of the undersigned, with full power of substitution, to vote all shares of Common Stock of SJW Group that the undersigned is entitled to vote, either on their own behalf or on behalf of an entity or entities, at the Annual Meeting of Stockholders of SJW Group to be held on June 20, 2024 at 2:00 PM Eastern Time, and at any adjournment or postponement thereof, with the same force and effect as the undersigned might or could have if personally present thereat.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS SPECIFIED, THEN THIS PROXY WILL BE VOTED "FOR" EACH OF THE NINE NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND "FOR" PROPOSALS 2, 3, 4 AND 5. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF

June 20, 2024

PROXY VOTING INSTRUCTIONS

INTERNET - Access “www.voteproxy.com” and follow the instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United states or 1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.

GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

COMPANY NUMBER

ACCOUNT NUMBER

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:The Notice of Meeting, Proxy Statement, Form of Proxy and the Annual Report for the year ended on December 31, 2023,are available at https://www.astproxyportal.com/ast/13455

i Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. i

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NINE NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS, AND "FOR" PROPOSALS 2, 3, 4 AND 5.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

The Board of Directors recommends you vote FOR each of the following director nominees:
1. ELECTION OF DIRECTORS
Nominees:
		For	Against	Abstain
1a.	C. Guardino	o	o	o
1b.	M. Hanley	o	o	o
1c.	H. Hunt	o	o	o
1d.	R. A. Klein	o	o	o
1e.	D. L. Kruger	o	o	o
1f.	G. P. Landis	o	o	o
1g.	D. B. More	o	o	o
1h.	E. W. Thornburg	o	o	o
1i.	C. P. Wallace	o	o	o

The Board of Directors recommends you vote FOR the following proposals:

NOTE: Act upon such other business as may properly come before the Annual Meeting or any adjournment of postponement thereof.
	For	Against	Abstain
2. To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the accompanying proxy statement;	o	o	o
	For	Against	Abstain
3.To approve an Amendment of the Company's Certificate of Incorporation to Permit Officer Exculpation;	o	o	o
	For	Against	Abstain
4. To approve an Amendment of the Company's Certificate of Incorporation to Adopt a Federal Forum Selection Provision; and	o	o	o
	For	Against	Abstain
5. To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of SJW Group for the fiscal year ending December 31, 2024.	o	o	o

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.	o
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.	o

Signature of Stockholder		Date:	Signature of Stockholder	Date:
Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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