Essential Utilities, Inc.
For the period ended May 7, 2025. Filed Mar 25, 2025.
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May 7, 2025 · Filed Mar 25, 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 (Amendment No. )
| ☒ | Filed by the Registrant | ☐ | 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)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
ESSENTIAL UTILITIES, 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 the appropriate box): | |
|---|---|
| ☒ | 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. |
| Growth | |
| Essential’s growth strategy addresses two of our nation’s biggest crises: crumbling infrastructure due to years of neglect and a changing climate. Our ongoing commitment to infrastructure investment and innovation will continue to bring new energy solutions to more communities across our service footprint. | |
| Operational Excellence | |
| As a regulated utility provider, Essential brings ingenuity and operational excellence to deliver affordable, reliable, high-quality natural resources to customers. | |
| Premier Employer | |
| Guided by integrity, respect and excellence, Essential is committed to not only improving the lives of our customers but also providing our employees the ability to grow. | |
| Superior Customer Service | |
| Essential is deeply committed to caring for our customers through continuous improvement in our service and delivery of clean, reliable, affordable and safe natural resources. | |
| Community Advocate | |
| At Essential, we are an important local presence in each community where we operate. We believe in being a community partner by improving infrastructure and supporting and growing our business in a responsible, sustainable manner. |
ESSENTIAL UTILITIES is a champion of communities, people and the environment, creating solutions to ensure we protect and provide natural resources for generations to come.
To Our Shareholders
March 25, 2025
| Dear Shareholders, | |
|---|---|
| On behalf of your Board of Directors, I invite you to attend the 2025 Annual Meeting of Shareholders of Essential Utilities, Inc., which will be held virtually on May 7, 2025, beginning at 8 a.m. eastern time. In 2024, we made meaningful progress in delivering safe, reliable, and sustainable water, wastewater, and natural gas services. Our strong financial results would not have been possible without the discipline of our operating teams. We strengthened our infrastructure, navigated regulatory complexities, and positioned the company for long-term growth—all while maintaining our unwavering commitment to customers and creating value for you, our shareholders. Infrastructure investment remains a cornerstone of our success. In 2024, we invested more than $1.3 billion to modernize water and natural gas systems across our service areas. These investments are essential—not only for maintaining the safety and reliability of our services but also for addressing emerging environmental challenges, improving efficiency and ensuring a more resilient future for the communities we serve. Our infrastructure program is a key driver of growth and a responsibility we take great pride in leading. At the same time, we continue to navigate an evolving regulatory landscape that presents both opportunities and challenges. In 2024, we achieved two significant regulatory milestones in our home state of Pennsylvania—resolving our water and gas rate cases and securing approval for a mechanism that stabilizes gas customer bills and company revenue amid weather fluctuations. We also worked closely with regulators to advance reforms to Pennsylvania’s fair market value statute, which will provide greater certainty for municipal transactions, promote regionalization and support long-term rate stability. | We continue to make significant strides in addressing some of today’s biggest challenges. We advanced PFAS treatment solutions, expanded lead service line replacements, and modernized our natural gas pipelines to reduce greenhouse gas emissions. Our investment in smart natural gas meters is a game changer in safety and efficiency across our operations. Beyond our operational achievements, we take great pride in our role as a corporate citizen. Last year, we contributed nearly $5 million to community organizations and reinforced our culture of giving through extensive employee volunteerism. Supporting the communities where we live and work is central to who we are, and we remain committed to these efforts. None of this would be possible without our dedicated employees, whose expertise and commitment drive our success. As we look ahead, we remain focused on sustainable growth and stability, delivering long-term value for our customers and shareholders. I look forward to sharing more about our progress and future plans during our Annual Meeting in May. On behalf of our Board of Directors, senior leadership team, and all Essential employees, thank you for your continued confidence, trust and investment. Sincerely, Christopher H. Franklin Chairman and Chief Executive Officer |
Essential Utilities, Inc. |3|2025 Proxy Statement
| Notice of Annual Meeting of Shareholders | Essential Utilities, Inc. 762 W. Lancaster Avenue Bryn Mawr, Pennsylvania 19010 |
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| Purpose | |
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| 1 | To elect seven nominees for directors; |
| 2 | To approve an advisory vote on the compensation paid to the Company’s named executive officers for 2024; |
| 3 | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2025 fiscal year. |
| 4 | To transact any other business as may properly come before the meeting or any postponement of the meeting. |
Only shareholders of record at the close of business on March 10, 2025, will be entitled to notice of, and to vote at, the meeting.
Your vote is important
We urge each shareholder to promptly sign and return the provided proxy card, or to use telephone or internet voting.
See our Questions and Answers about the Annual Meeting and the voting section of the proxy statement for information about voting by telephone or internet, how to revoke a proxy and how to vote your shares at the virtual annual meeting.
How to vote
ONLINE BEFORE THE MEETING* www.proxyvote.com ONLINE AT THE MEETING Attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/WTRG2025 and follow the instructions for voting
BY MAIL Return your signed proxy card in the postage-paid envelope provided
*If you hold shares directly, you have until 11:59 p.m. (ET) on May 6, 2025, to vote through the internet or by phone. If you are a plan participant, you have until 11:59 p.m. (ET) on May 4, 2025, to vote through the internet or by phone. If you vote by Internet or by phone, you do not need to mail back your proxy card.
By Order of the Board of Directors,
Kimberly A. Joyce
Secretary
March 25, 2025
VIRTUAL ANNUAL MEETING OF SHAREHOLDERS WEDNESDAY, MAY 7, 2025 8:00 AM ET Record Date March 10, 2025 This year’s Annual Meeting will be conducted virtually, entirely by live audio broadcast. To attend, go to: www.virtualshareholdermeeting.com/ WTRG2025 and log in using the control number on your Notice of Internet Availability, proxy card or voting instruction form. The list of shareholders will be available for inspection upon request by any shareholder for any purpose germane to the Annual Meeting for a period of 10 days prior to the Annual Meeting at our principal office located at 762 W. Lancaster Avenue, Bryn Mawr, PA 19010, by contacting us at www.essential.co/investor-relations Shareholders will have the same opportunities to participate as they would at an in-person meeting, with the opportunity to vote and ask questions on the matters discussed in this proxy statement.
Essential Utilities, Inc. |4|2025 Proxy Statement
Contents
| Proxy Summary | 6 |
|---|---|
| Proposal 1 Election of Directors | 13 |
| Corporate Governance | 21 |
| Shareholder Outreach | 30 |
| Age and Term Limits | 30 |
| Sustainability Program | 31 |
| Other Governance Policies and Practices | 37 |
| Communications with the Company or Independent Directors | 38 |
| Director Compensation | 39 |
| 2024 Director Compensation Program | 39 |
| Ownership of Common Stock as of March 10, 2025 | 42 |
| Proposal 2 Advisory Vote to Approve Named Executive Officers’ 2024 Compensation | 43 |
| Executive Compensation (see separate table of contents) | 44 |
| Proposal 3 Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for Fiscal 2025 | 86 |
| Audit Committee Report | 88 |
| Annual Meeting Information | 89 |
| Questions and Answers about the 2025 Annual Meeting | 89 |
| Nominating Candidates for Director | 92 |
| Additional Information | 93 |
| Other Matters | 93 |
| Appendix A Reconciliations of GAAP to Non-GAAP Financial Measures | A-1 |
Forward-Looking Information
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements use words such as “believe,” “anticipate,” “estimate” and similar words signifying forward-looking statements. Forward-looking statements are based on management’s beliefs and assumptions. Various factors may cause actual results to be materially different than the suggested outcomes within forward-looking statements. Accordingly, there is no assurance that such results will be realized. For details on the uncertainties that may cause the Company’s actual future results to be materially different than those expressed in our forward-looking statements, see our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov. In light of these risks, uncertainties, and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described. Forward-looking statements speak only as of the date they are made. Essential Utilities, Inc. expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Essential Utilities, Inc. |5|2025 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.