CHESAPEAKE UTILITIES CORP
For the period ended Dec 31, 2023. Filed Mar 26, 2024.
View on SEC.govAbout 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.
Dec 31, 2023 · Filed Mar 26, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant [X] | |
|---|---|
| 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 |
CHESAPEAKE UTILITIES CORPORATION
(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): | |
|---|---|
| [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. |
March 26, 2024
Notice of Virtual 2024 Annual Meeting of Stockholders
Dear Stockholder,
On Wednesday, May 8, 2024, Chesapeake Utilities Corporation (the "Company") will hold its 2024 Annual Meeting of Stockholders (the "Meeting") at 9:00 a.m. Eastern Time. The Meeting will be held in a virtual meeting format only. There will be no physical location for stockholders to attend the Meeting. Stockholders will be able to listen, vote and submit questions by logging in atwww.virtualshareholdermeeting.com/CPK2024. If you plan to participate in the virtual Meeting, please see the Meeting Attendance and Participation section in the accompanying Proxy Statement. Stockholders of record at the close of business on March 11, 2024 will be asked to vote on the following matters:
| Proposal | Description of Proposal | Board Recommendation |
|---|---|---|
| Proposal 1 | Election of three Class I directors named in the Proxy Statement | FOR each nominee |
| Proposal 2 | Non-binding advisory vote to approve the compensation of the Company's Named Executive Officers | FOR |
| Proposal 3 | Non-binding advisory vote to ratify the appointment of the Company’s independent registered public accounting firm | FOR |
Please read the accompanying Proxy Statement for additional information on the matters we are asking you to vote on. Stockholders will also transact any other business that is properly brought before the Meeting and at any adjournment or postponement of the Meeting. For any other business that is properly brought before the Meeting, the appointed proxies are authorized to vote pursuant to their discretion.
Your vote is important and we encourage you to vote as soon as possible even if you plan to participate in the virtual Meeting.
| Internet | Type www.proxyvote.com in your internet browser and enter the control number on your Notice of Proxy Materials or proxy card. |
|---|---|
| Mobile Device | Scan the QR Code on your Notice of Proxy Materials or proxy card with your mobile device and enter the control number. |
| Telephone | Dial toll free (800) 690-6903 and follow the telephone prompts. |
| If you receive a paper copy of the proxy materials by mail, cast your ballot, sign and date your proxy card, and mail it in the enclosed envelope. |
If you own shares through your bank, broker or other institution, you will receive separate instructions on how you can vote the shares you own in those accounts.
Thank you for your investment in Chesapeake Utilities Corporation.
Sincerely,
James F. Moriarty
Executive Vice President, General Counsel, Corporate Secretary and Chief Policy and Risk Officer
Important Notice Regarding the Availability of Proxy Materials. This Notice for the Virtual 2024 Annual Meeting of Stockholders to be held on May 8, 2024, the Proxy Statement (which includes instructions for attending our virtual Annual Meeting), and our 2023 Annual Report are available at www.chpk.com/proxymaterials.
500 Energy Lane, Dover, DE 19901 ▪ www.chpk.com ▪ (888) 742-5275
TABLE OF CONTENTS
| 1 | Proxy Statement | Voting Information | 1 |
| Summary of Proposals and Board Recommendations | 2 | ||
| 2 | Proposals | Election of Directors | 5 |
| Approval of the Compensation of the Company's Named Executive Officers | 11 | ||
| Ratification of the Appointment of the Independent Registered Public Accounting Firm | 12 | ||
| 3 | Audit Related Matters | Audit Committee Report | 13 |
| Fees and Services of Independent Registered Public Accounting Firm | 14 | ||
| 4 | Board of Directors and Its Committees | Board of Directors | 15 |
| Board Leadership | 15 | ||
| Director Independence | 16 | ||
| Board Declassification | 17 | ||
| Committees of the Board | 17 | ||
| Board and Committee Evaluations | 20 | ||
| Risk Oversight | 20 | ||
| Director Compensation | 21 | ||
| 5 | Corporate Governance and Stock Ownership | Governance Trends and Director Education | 23 |
| Corporate Governance Practices | 24 | ||
| Ownership of Our Stock | 26 | ||
| Delinquent Section 16(a) Reports | 27 | ||
| 6 | Our Engaging Culture | Communications with the Board, Stockholders, Financial Community and Other Interested Parties | 27 |
| 7 | Director and Executive Compensation | 2023 Stock and Incentive Compensation Plan | 28 |
| Report of the Compensation Committee on Compensation Discussion and Analysis | 28 | ||
| Compensation Discussion and Analysis | 28 | ||
| Executive Compensation | 37 | ||
| Equity Compensation Plan Information | 48 | ||
| Compensation Committee Interlocks and Insider Participation | 48 | ||
| 8 | Other Important Information | Quorum | 49 |
| Soliciting Proxies | 49 | ||
| Revoking a Proxy | 49 | ||
| Householding | 49 | ||
| Stockholder Proposals | 49 | ||
GLOSSARY OF TERMS
| Terms, abbreviations and acronyms, as used in this Proxy Statement. | |
|---|---|
| 2015 Cash Plan: | The Company's Cash Bonus Incentive Plan as approved by our stockholders in May 2015 |
| 2021 Equity Incentive Award(s): | An equity incentive award granted by the Compensation Committee pursuant to the 2013 SICP for the 2021-2023 performance period |
| 2022 Equity Incentive Award(s): | An equity incentive award granted by the Compensation Committee pursuant to the 2013 SICP for the 2022-2024 performance period |
| 2023 Equity Incentive Award(s): | An equity incentive award granted by the Compensation Committee pursuant to the 2023 SICP for the 2023-2025 performance period |
| Baker Tilly: | Baker Tilly US, LLP, the Company's independent registered public accounting firm, or our external audit firm |
| Bylaws: | The Company's Amended and Restated Bylaws, as amended through May 3, 2023 |
| Board: | The Company's Board of Directors |
| Cash Incentive Award: | A cash incentive award granted by the Compensation Committee pursuant to the 2015 Cash Plan |
| CAGR: | Compound Annual Growth Rate |
| Chesapeake Utilities or Company: | Chesapeake Utilities Corporation, its divisions and subsidiaries, as appropriate in the context of the disclosure |
| FW Cook: | Frederic W. Cook & Co., Inc., the Compensation Committee's independent compensation consultant |
| Delmarva Peninsula: | A peninsula on the east coast of the U.S. occupied by Delaware and portions of Maryland and Virginia |
| EPS: | Basic earnings per share (unless otherwise noted) as defined under Generally Accepted Accounting Principles (GAAP) |
| Exchange Act: | The Securities Exchange Act of 1934, as amended |
| Florida City Gas or FCG: | Pivotal Utility Holdings, Inc. d/b/a Florida City Gas, a wholly-owned subsidiary of Chesapeake Utilities that was acquired from Florida Power & Light Company on November 30, 2023 |
| IRS: | Internal Revenue Service |
| Named Executive Officer or NEO: | An executive officer of the Company who is considered a "named executive officer" under Item 402(a)(3) of Regulation S-K |
| NQDC Plan: | Non-qualified Deferred Compensation Plan, a non-qualified, deferred compensation plan under which compensation may be deferred by eligible participants |
| NYSE: | New York Stock Exchange |
| PCAOB: | Public Company Accounting Oversight Board |
| Pension Plan: | A defined benefit pension plan sponsored by the Company which was terminated in 2021 |
| Pension SERP: | An unfunded supplemental executive retirement pension plan sponsored by the Company |
| Retirement Savings Plan: | The Company's qualified 401(k) retirement savings plan |
| ROE: | Return on equity |
| SEC: | Securities and Exchange Commission |
| 2013 SICP: | The Company's 2013 Stock and Incentive Compensation Plan as approved by our stockholders in May 2013 and amended by the Compensation Committee of the Board in January 2017 |
| 2023 SICP: | The Company's 2023 Stock and Incentive Compensation Plan as approved by our stockholders in May 2023 |
| TSR: | Total shareholder return |
1 - PROXY STATEMENT
Chesapeake Utilities Corporation (NYSE-traded: CPK) is providing stockholders with information on its 2024 Annual Meeting of Stockholders (the "Meeting"). The Notice of Virtual 2024 Annual Meeting of Stockholders, this Proxy Statement, and the Proxy Card are being furnished to our stockholders on or about March 26, 2024. We ask that you review each matter to be voted on at the Meeting and vote your shares using the methods described in this Proxy Statement. We encourage you to submit your vote prior to the Meeting using any one of the convenient methods provided in the Voting Information section of this Proxy Statement. The proxy materials describe each matter to be voted on by the stockholders, and information on the Company and its practices.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.