MIDDLESEX WATER CO

**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:

Middlesex Water Company

(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 the appropriate box):

Middlesex Water Company 485C Route 1 South Suite 400 Iselin, New Jersey 08830

Dear Shareholder:

As your newly selected President and CEO, I would like to invite you to the Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company (“Middlesex” or the “Company”) which will be held virtually on Tuesday, May 21, 2024 at 11:00 a.m. EDT.

At the meeting, I look forward to sharing with you information about our Company’s performance during 2023. As your former President, Dennis Doll, has previously shared, 2023 can best be described as a year of transition as the Company continued to strengthen its plants and water distribution system, petitioned for new rates, enhanced cybersecurity efforts and planned for succession of key roles. Additional steps were taken to further build a more sustainable and diverse corporate culture. Performance highlights include:

We hope you will join us on May 21st as we discuss our business and vote on issues of importance to your Company.

Details for the meeting are included in this Proxy Statement and are contained on the proxy, or voting instruction card. Also enclosed are details for how and when to vote and other important information. Your vote is very important, so please cast it promptly, even if you plan to attend the virtual Annual Meeting.

On behalf of the Board of Directors, thank you again for your continued strong support and confidence in Middlesex Water Company.

Sincerely,

Nadine Leslie

President and Chief Executive Officer

April 11, 2024

A Provider of Water, Wastewater and Related Products and Services

CONSERVING NATURAL RESOURCES THROUGH INTERNET AVAILABILITY OF PROXY MATERIALS This year, we are again using the U.S. Securities and Exchange Commission’s Notice and Access model (“Notice and Access”) which allows delivery of proxy materials via the Internet as the primary means of furnishing proxy materials. We believe Notice and Access provides share- holders with a convenient method to access the proxy materials and vote, reduces the costs of printing and distributing proxy materials, and allows us to conserve natural resources in alignment with our role as an environmental steward. On or about April 11, 2024, we will mail a Notice of Internet Availability (“NOIA”) of Proxy Materials containing instructions on how to access our Proxy Statement and our 2023 Annual Report online and how to vote via the Internet. The NOIA also contains instructions on how to receive a paper copy of the proxy materials and our 2023 Annual Report to Shareholders. YOUR VOTE IS IMPORTANT We urge you to vote using telephone or internet voting, if available to you, or if you received these proxy materials by U.S. mail, by completing, signing, dating and returning the enclosed proxy card promptly. If voting by phone, please call the toll-free number found on your NOIA of Proxy Materials or on your proxy card. To vote via the Internet, please visit the website shown on your NOIA (www.proxyvote.com) until 11:59 p.m. on May 20, 2024 to transmit voting instructions. (Shareholders will need the 12-digit control number from the proxy card or NOIA to view proxy materials at www.proxyvote.com). Shareholders of record may deliver their vote online during the virtual Annual Meeting by following directions on the Annual Meeting website. Beneficial owners of shares of common stock held in street name through a bank or brokerage account should follow the voting instructions enclosed with their proxy materials.