Global Water Resources, Inc.
For the period ended May 15, 2025. Filed Apr 4, 2025.
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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 15, 2025 · Filed Apr 4, 2025
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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)) |
| x | Definitive 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):
| x | No 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 Headquarters | Phone: 480-360-7775 |
| 21410 North 19th Avenue, Suite 220, Phoenix, AZ 85027 | Fax: 844-232-3517 |
| gwresources.com | |
TABLE OF CONTENTS
| ANNUAL MEETING INFORMATION | 2 |
|---|---|
| General | 2 |
| Internet Availability of Proxy Materials | 2 |
| Voting; Quorum | 3 |
| Voting Procedure | 4 |
| Revocability of Proxies | 5 |
| Solicitation | 5 |
| PROPOSAL ONE – ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 9 |
| Independence of Directors | 9 |
| Board Leadership Structure | 9 |
| Risk Oversight | 9 |
| Majority Voting Policy | 10 |
| Restrictions on Short Sales, Hedging, Pledging, and Similar Transactions | 10 |
| Board and Committee Information | 10 |
| Director Nomination Process | 12 |
| Criteria for Nomination to the Board of Directors | 13 |
| Compensation of Directors | 13 |
| Director Compensation Table | 14 |
| EXECUTIVE OFFICERS | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 16 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 17 |
| EQUITY COMPENSATION PLAN INFORMATION | 19 |
| PROPOSAL TWO – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 20 |
| AUDIT MATTERS | 20 |
| Audit and Risk Committee Report | 20 |
| Independent Auditor’s Fees | 21 |
| EXECUTIVE COMPENSATION | 21 |
| Overview | 21 |
| Summary Compensation Table | 22 |
| Overview of Executive Compensation Program; Components of Compensation | 23 |
| Employment Agreements | 26 |
| Termination and Change of Control | 28 |
| Outstanding Equity Awards at 2024 Fiscal Year-End | 29 |
| Pay Versus Performance | 30 |
| PROPOSAL THREE – ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 33 |
| STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 34 |
| OTHER MATTERS | 34 |
| Delinquent Section 16(a) Reports | 34 |
| Code of Ethical Business Conduct | 34 |
| Stockholder Communications | 35 |
| Other Matters before the Annual Meeting | 35 |
GLOBAL WATER RESOURCES, INC.
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.