CALIFORNIA WATER SERVICE GROUP
For the period ended May 20, 2026. Filed Apr 8, 2026.
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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.
May 20, 2026 · Filed Apr 8, 2026
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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 ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
California Water Service Group
(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):
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
A Letter from Our Chairman, President & CEO
Dear Fellow Stockholder:
It is my pleasure to invite you to join us for the California Water Service Group 2026 Annual Meeting of Stockholders at 9:30 a.m. Pacific Time on Wednesday, May 20, 2026. Once again, we will hold the Annual Meeting online to allow for greater participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting on the next page for more information.
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares at your earliest convenience, even if you plan to attend the meeting.
| | Sincerely, Martin A. Kropelnicki Chairman, President & Chief Executive Officer April 8, 2026 | | | | In case you are unable to join us, I’d like to take a moment here to address an issue that is top of mind for many investors in the water utility space, including our stockholders: stock prices. First, it goes without saying that stock prices rise and fall due to many factors, some of which are within the Company’s control, and some of which are not, such as inflation, interest rates, and regulatory delays. Many of these external factors are cyclical in nature and have an impact on our share value that is disassociated from our financial performance. However, we deliver long-term stockholder value by achieving short-term operational goals that minimize risk and protect our ability to operate — such as those related to water quality, employee safety, and customer service — and long-term goals that closely align with stockholder value, including infrastructure investment, the key driver of both our earnings per share and dividend growth. I’m proud to report that we invested a record $517 million in infrastructure in 2025, the highest single year investment in our 100-year history. Furthermore, from 2018 to 2025, we’ve achieved a 11.5% compound annual growth rate in our rate base. We believe that this achievement is more meaningful than our stock price on any given day, because when we sustainably grow our rate base, we grow our long-term earnings potential while we improve service and reliability for our customers. The bottom line is this: although the regulatory environment and capital markets can change from day to day, the core of what we do — investing in critical infrastructure to help deliver a high-quality, affordable, renewable source of supply — does not. There is no substitute for what we do on behalf of our customers, communities, employees, and stockholders to help protect public health and create long-term value. As a stockholder of this Company, you are part of something meaningful. You are part of a 100-year-old business that provides the safe, reliable water supply that our customers and communities rely upon to survive and thrive. We thank you for your continued investment and look forward to providing continued stockholder value in the years to come. In the meantime, I encourage you to read the Proxy Statement and vote your shares at your earliest convenience, whether or not you plan to attend the Annual Meeting. Your vote is very important to us. | |
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| | | | | California Water Service Group | 2026 Proxy Statement | | | | |
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A Letter from Our Lead Independent Director
Dear Fellow Stockholder:
| | As your Lead Independent Director, I want to reiterate this Board’s commitment to strong corporate governance and responsive stockholder relations. Regarding the Board of Directors: it has been a privilege and a pleasure to serve with the high-caliber professionals nominated herein. I am confident you will find that each brings a unique background, skill set, and area of expertise to the table. Of note, 91% of them are independent and their tenures vary from two to fifteen years. First, we are committed to strong corporate governance. As the governance experts among you know, the Intermarket Surveillance Group (ISG) has established six principles for corporate governance, and on page 25 you will see the robust practices we have in place to support each one. In short, we take our responsibility to be independent, responsive, and effective very seriously. Second, we are committed to responsive stockholder relations. When we noticed support for our “Say on Pay” proposal was lower in 2025 than it had been in previous years, we conducted comprehensive outreach to engage with our stockholders. As a result, to better align our executive compensation with long-term shareholder value, we adopted Total Shareholder Return (TSR) and three-year average Return on Equity as targets in our long-term performance-based equity compensation plan. Additional details are provided in the following pages. We will continue to seek your invaluable feedback. And on behalf of the entire Board, I want to thank you for your continued confidence in our leadership. | | | | Sincerely, Scott L. Morris Lead Independent Director April 8, 2026 | |
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| | | | | California Water Service Group | 2026 Proxy Statement | | | | |
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Notice of Annual Meeting of Stockholders
| | Date and Time | | | | Location | | | | Record Date | |
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| | Wednesday, May 20, 20269:30 a.m. Pacific Time | | | | To attend and participate in the Annual Meeting visit www.virtualshareholdermeeting.com/CWT2026 | | | | Only stockholders at the close of business on March 24, 2026 are entitled to receive notice of and vote at the Annual Meeting | |
The 2026 Annual Meeting of Stockholders of California Water Service Group (Group) will be held on May 20, 2026, at 9:30 a.m. Pacific Time. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions during the live webcast by visitingwww.virtualshareholdermeeting.com/CWT2026.
At the Annual Meeting, stockholders will consider and vote on the following matters:
| · Items of Business · · · · Board Voting Recommendation · · · · See Page · | |||||||||||||
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| | 1. Election of the eleven directors named in the Proxy Statement; | | | | | | | FOR each director nominee | | | | 16 | |
| | 2. An advisory vote to approve executive compensation; | | | | | | | FOR | | | | 41 | |
| | 3. Ratification of the selection of Deloitte & Touche LLP as the Group’s independent registered public accounting firm for 2026; | | | | | | | FOR | | | | 91 | |
| | 4. Such other business as may properly come before the Annual Meeting. | | |||||||||||
| | | Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible: | | | ||||
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| | | | | | Vote online at www.proxyvote.com | | | |
| | | | | | Call toll-free from any touch-tone phone | | | |
| | | | | | Mark, sign, and date your proxy card and return it in the postage-paid envelope | | | |
| | | | | | Attend the virtual annual meeting and vote online | | | |
These matters are more fully described in the Proxy Statement accompanying this notice. We believe your vote is important. Please submit a proxy as soon as possible so that your shares can be voted at the Annual Meeting in accordance with your instructions. You may submit your proxy: (a) online, (b) by telephone, or (c) by U.S. Postal Service mail. You may revoke your proxy at any time prior to the vote at the Annual Meeting. Of course, in lieu of submitting a proxy, you may vote online during the Annual Meeting. For specific instructions, please refer to “Frequently Asked Questions” in the Proxy Statement and the instructions on the proxy card.
In the event of a technical malfunction or other situation that the Chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the Chair or Corporate Secretary will convene the meeting at 10:30 a.m. Pacific Time on the date specified above and at the address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the Chair or Corporate Secretary. Under either of the foregoing circumstances, we will post information regarding the announcement on our Investor Relations website athttps://www.calwatergroup.com/investors.
The Group expects to mail the Proxy Materials to its stockholders commencing on April 8, 2026.
By Order of the Board of Directors
Michelle R. Mortensen
Vice President, Corporate Secretary and Chief of Staff
April 8, 2026
| | | | | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 20, 2026: | | |
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| | Electronic copies of the Group’s Form 10-K, including exhibits, and this Proxy Statement will be available at www.proxyvote.com. | | ||||
| | | | | California Water Service Group | 2026 Proxy Statement | | | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.