Global Water Resources Inc

DEF 14A 1 fy2023proxy-2024annualmeet.htm DEF 14A

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

Filed by the Registrantx

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Global Water Resources, Inc.

(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):

Notice of Annual Meeting of Stockholders

To be held on May 9, 2024

Dear Stockholders:

The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Water Resources, Inc. will be held on Thursday, May 9, 2024, at 11:00 a.m. Local Time, at our corporate headquarters, located at 21410 North 19th Avenue, Suite 205, Phoenix, Arizona 85027, for the purposes of:

•electing seven directors to serve on our board of directors for a term of office to expire at the 2025 Annual Meeting of Stockholders, with each director to hold office until his or her successor is duly elected or until his or her earlier resignation or removal;

•ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

•approving, on an advisory basis, the compensation of our named executive officers;

•approving an amendment to the Company’s 2020 Omnibus Incentive Plan to increase the total number of authorized shares of the Company’s common stock available for grant thereunder by 967,010 shares; and

•transacting such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

We currently are not aware of any other matters scheduled to come before the Annual Meeting. All stockholders are cordially invited to attend the meeting, although only stockholders of record at the close of business as of March 14, 2024 are entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof.

This year we are taking advantage of Securities and Exchange Commission rules that allow us to furnish proxy materials to stockholders via the Internet. On March 29, 2024, we sent a "Notice of Internet Availability of Proxy Materials" (the "Notice") to holders of our common stock as of the record date. The Notice describes how you can access our proxy materials as of March 29, 2024.

Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. You may vote via the Internet or by mail before the Annual Meeting, or in person at the Annual Meeting. For specific instructions, please refer to the Notice. As always, we encourage you to vote your shares prior to the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 9, 2024 The Company’s proxy statement for the Annual Meeting and its 2023 annual report to stockholders are available at https://materials.proxyvote.com/379463

Sincerely,

/s/ Ron L. Fleming

Ron L. FlemingChairman, President, and Chief Executive Officer

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