Global Water Resources Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 7, 2024
GWRS$7.01-3.7%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index
| ExhibitNumber | Description of Exhibit | Method of Filing |
| 2.1.1 | Arrangement Agreement | Incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 2.1.2 | Plan of Arrangement | Incorporated by reference to Exhibit 2.1.2 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 13, 2016 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Global Water Resources, Inc. | Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 3.2 | Amended and Restated Bylaws of Global Water Resources, Inc. | Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 4.1 | Form of Common Stock Certificate | Incorporated by reference to Exhibit 4.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 26, 2016 |
| 4.2 | Form of 4.38% Senior Secured Notes, Series A due on June 15, 2028 | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 4.3 | Form of 4.58% Senior Secured Notes, Series B due on December 15, 2036 | Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 4.4 | Description of Company’s securities | Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K filed with the SEC on March 5, 2020. |
| 10.1 | Settlement Agreement for Stipulated Condemnation with the City of Buckeye, Arizona, dated March 19, 2015 | Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.2 | License Agreement with City of Maricopa, Arizona, dated November 9, 2006 | Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.3 | Employment Agreement with Ron Fleming, dated May 4, 2021* | Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.4 | Employment Agreement with Michael J. Liebman, dated May 4, 2021* | Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.5 | Employment Agreement with Christopher D. Krygier, dated May 4, 2021* | Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.6 | Infrastructure Coordination Agreement with Pecan Valley Investments, LLC, dated January 28, 2004 | Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.7 | Infrastructure Coordination Agreement with JNAN, LLC, dated July 1, 2004 | Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.8 | Infrastructure Coordination and Finance Agreement with Dana B. Byron and Jamie Maccallum, dated July 21, 2006 | Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.9 | Infrastructure Coordination and Finance Agreement with The Orchard at Picacho, LLC, dated January 8, 2008 | Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.10 | Infrastructure Coordination, Finance and Option Agreement with Sierra Negra Ranch, LLC, dated July 10, 2006 | Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.11 | Infrastructure Coordination and Finance Agreement, dated December 20, 2007 | Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.12.1 | GWR Global Water Resources Corp. Stock Option Plan* | Incorporated by reference to Exhibit 10.17.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.12.2 | First Amendment to GWR Global Water Resources Corp. Stock Option Plan, dated September 12, 2012* | Incorporated by reference to Exhibit 10.17.2 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
-88-
| ExhibitNumber | Description of Exhibit | Method of Filing |
| 10.12.3 | Second Amendment to GWR Global Water Resources Corp. Stock Option Plan* | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 10.12.4 | Third Amended to Global Water Resources, Inc. Stock Option Plan* | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2018 |
| 10.13.1 | Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan, dated March 23, 2015* | Incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.13.2 | Amendment to Global Water Resources, Inc. First Amended and Restated Stock Appreciation Rights Plan* | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 10.14.1 | Global Water Resources, Inc. Deferred Phantom Stock Unit Plan, dated January 1, 2011* | Incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.14.2 | Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 10.14.3 | Second Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 8, 2017 |
| 10.14.4 | Third Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2017 |
| 10.14.5 | Fourth Amendment to Global Water Resources, Inc. Deferred Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 13, 2018 |
| 10.15.1 | Global Water Resources, Inc. Phantom Stock Unit Plan, dated May 1, 2015* | Incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.15.2 | Amendment to Global Water Resources, Inc. Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 10.16.1 | GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan, dated January 1, 2011* | Incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 10.16.2 | Amendment to GWR Global Water Resources Corp. Deferred Phantom Stock Unit Plan* | Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 10.17 | Securities Purchase Agreement, dated June 5, 2013 | Incorporated by reference to Exhibit 10.22 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on March 17, 2016 |
| 10.18 | Amended and Restated Agreement, dated September 10, 2019, by and among certain wholly-owned subsidiaries of Global Water Resources, Inc. and Global Water Management, LLC | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2019 |
| 10.19.1 | Note Purchase Agreement, dated as of May 20, 2016, by and among Global Water Resources, Inc. and certain Initial Purchasers | Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2016 |
| 10.19.2 | Amendment No. 1 to Note Purchase Agreement, dated December 19, 2017, by and among Global Water Resources, Inc. and the noteholders party thereto | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report Form 8-K filed with the SEC on December 22, 2017 |
| 10.19.3 | Amendment No. 2 to Note Purchase Agreement dated May 20, 2016 and Amendment No. 1 to Security Agreements dated as of June 24, 2016, dated April 18, 2018, by and among Global Water Resources, Inc., Global Water, LLC, West Maricopa Combine, LLC, U.S. Bank, National Association, as collateral agent, and the noteholders party thereto | Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on April 25, 2018 |
| 10.20 | Guaranty Agreement, dated as of June 24, 2016, by Global Water, LLC | Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 10.21 | Guaranty Agreement, dated as of June 24, 2016, by West Maricopa Combine, Inc. | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 10.22 | Pledge and Security Agreement, dated as of June 24, 2016, by and between Global Water Resources, Inc. and U.S. Bank National Association, as collateral agent | Incorporated by reference to the Exhibit 10.4 to Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
-89-
| ExhibitNumber | Description of Exhibit | Method of Filing |
| 10.23 | Pledge and Security Agreement, dated as of June 24, 2016, by and between Global Water, LLC and U.S. Bank National Association, as collateral agent | Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 10.24 | Pledge and Security Agreement, dated as of June 24, 2016, by and between West Maricopa Combine, Inc. and U.S. Bank National Association, as collateral agent | Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
| 10.25 | Standstill Agreement, dated March 19, 2021, by and among Global Water Resources, Inc., Levine Investments Limited Partnerships, William S. Levine, Jonathan L. Levine, and Andrew M. Cohn | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 24, 2021 |
| 10.26 | Global Water Resources, Inc. 2018 Stock Option Plan* | Incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 6, 2018 |
| 10.27 | Global Water Resources, Inc. 2020 Omnibus Incentive Plan* | Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2020 |
| 10.28 | Loan Agreement, dated April 30, 2020, by and between Global Water Resources, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.29 | Guaranty Agreement, dated as of April 30, 2020, by Global Water, LLC | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.30 | Guaranty Agreement, dated as of April 30, 2020, by West Maricopa Combine, LLC | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.31 | Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water Resources, Inc. and U.S. Bank National Association, as collateral agent | Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.32 | Pledge and Security Agreement, dated as of April 30, 2020, by and between Global Water LLC and U.S. Bank National Association, as collateral agent | Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.33 | Pledge and Security Agreement, dated as of April 30, 2020, by and between West Maricopa Combine, LLC and U.S. Bank National Association, as collateral agent | Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on May 6, 2020 |
| 10.34 | Restricted Stock Agreement with Ron L. Fleming, dated May 8, 2020* | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020 |
| 10.35 | Restricted Stock Agreement with Michael J. Liebman, dated May 8, 2020* | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020 |
| 10.36 | Form of Restricted Stock Agreement* | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2020 |
| 10.37 | Modification Agreement dated April 30, 2021, by and between Global Water Resources, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.38 | Guaranty Agreement, dated as of April 30, 2021, by Global Water Holdings, Inc. | Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.39 | Pledge and Security Agreement, dated as of April 30, 2021, by and between Global Water Holdings, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2021 |
| 10.40 | Second Modification Agreement, dated July 26, 2022 by and between Global Water Resources, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on July 27, 2022. |
| 10.41 | First Amendment to Employment Agreement with Christopher D. Krygier, dated February 6, 2023 | Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on February 10, 2023. |
| 10.42 | Securities Purchase Agreement, dated June 8, 2023, by and between Global Water Resources, Inc. and the purchasers party thereto | Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on June 12, 2023. |
| 10.43 | Third Modification Agreement, dated June 28, 2023, by and between Global Water Resources, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2023. |
| 10.44 | Note Purchase Agreement, dated October 26, 2023, by and between Global Water Resources, Inc. and Jackson National Life Insurance Company | Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023. |
| 10.45 | Fourth Modification Agreement, dated October 26, 2023, by and between Global Water Resources, Inc. and The Northern Trust Company | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023. |
-90-
| ExhibitNumber | Description of Exhibit | Method of Filing |
| 10.46 | Amendment No. 2 to Security Agreements, dated October 26, 2023, between and among Global Water Resources, Inc., Global Water, LLC, West Maricopa Combine, LLC, Global Water Holdings, Inc., and U.S. Bank Trust Company, National Association, in its capacity as collateral agent | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2023. |
| 10.47 | Guaranty Agreement, dated as of January 3, 2024, by Global Water, LLC | Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.48 | Guaranty Agreement, dated as of January 3, 2024, by Global Water Holdings, Inc. | Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.49 | Guaranty Agreement, dated as of January 3, 2024, by West Maricopa Combine, LLC | Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.50 | Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water Resources, Inc. and U.S. Bank Trust Company, National Association, as collateral agent | Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.51 | Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water, LLC and U.S. Bank Trust Company, National Association, as collateral agent | Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.52 | Pledge and Security Agreement, dated as of January 3, 2024, by and between Global Water Holdings, Inc. And U.S. Bank Trust Company, National Association, as collateral agent | Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.53 | Pledge and Security Agreement, dated as of January 3, 2024, by and between West Maricopa Combine, LLC and U.S. Bank Trust Company, National Association, as collateral agent | Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2024. |
| 10.54 | Employment Agreement with Joanne Ellsworth, dated November 9, 2021* | Incorporated by reference to Exhibit 10.13.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2022. |
| 14.1 | Code of Ethics | Incorporated by reference to Exhibit 14.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2016 |
| 21.1 | Subsidiaries of Global Water Resources, Inc. | Filed herewith |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm | Filed herewith |
| 24.1 | Power of Attorney | See signature page hereto |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | Filed herewith |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | Filed herewith |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | Furnished herewith |
| 97 | Global Water Resources, Inc. Clawback Policy | Filed herewith |
| 99.1 | Arizona Corporation Commission Decision No. 74364 | Incorporated by reference to Exhibit 99.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
| 99.2 | Arizona Corporation Commission Decision No. 78644 | Filed herewith |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed herewith |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | Filed herewith |
-91-
-92-
| * | Management contract or compensatory plan or arrangement. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.