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Global Water Resources, Inc.

For the period ended May 15, 2025. Filed Apr 4, 2025.

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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.

May 15, 2025 · Filed Apr 4, 2025

GWRS$7.28-4.2%Stored close · as of Nov 6, 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

Filed by the Registrantx

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

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):

xNo fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Stockholders

To be held on May 15, 2025

Dear Stockholders:

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Global Water Resources, Inc. (“we” or “our”) will be held on Thursday, May 15, 2025, at 11:00 a.m. Local Time, at our corporate headquarters, located at 21410 North 19th Avenue, Suite 220, 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 2026 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, 2025;

approving, on an advisory basis, the compensation of our named executive officers; 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 17, 2025 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 April 4, 2025, 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 April 4, 2025.

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 15, 2025The Company’s proxy statement for the Annual Meeting and its 2024 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

Correspondence:
Global Water Resources, Inc. - Corporate HeadquartersPhone: 480-360-7775
21410 North 19th Avenue, Suite 220, Phoenix, AZ 85027Fax: 844-232-3517
gwresources.com

TABLE OF CONTENTS

ANNUAL MEETING INFORMATION2
General2
Internet Availability of Proxy Materials2
Voting; Quorum3
Voting Procedure4
Revocability of Proxies5
Solicitation5
PROPOSAL ONE – ELECTION OF DIRECTORS6
CORPORATE GOVERNANCE9
Independence of Directors9
Board Leadership Structure9
Risk Oversight9
Majority Voting Policy10
Restrictions on Short Sales, Hedging, Pledging, and Similar Transactions10
Board and Committee Information10
Director Nomination Process12
Criteria for Nomination to the Board of Directors13
Compensation of Directors13
Director Compensation Table14
EXECUTIVE OFFICERS14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS17
EQUITY COMPENSATION PLAN INFORMATION19
PROPOSAL TWO – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM20
AUDIT MATTERS20
Audit and Risk Committee Report20
Independent Auditor’s Fees21
EXECUTIVE COMPENSATION21
Overview21
Summary Compensation Table22
Overview of Executive Compensation Program; Components of Compensation23
Employment Agreements26
Termination and Change of Control28
Outstanding Equity Awards at 2024 Fiscal Year-End29
Pay Versus Performance30
PROPOSAL THREE – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS33
STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING34
OTHER MATTERS34
Delinquent Section 16(a) Reports34
Code of Ethical Business Conduct34
Stockholder Communications35
Other Matters before the Annual Meeting35

GLOBAL WATER RESOURCES, INC.

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.