CHESAPEAKE UTILITIES CORP
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 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 25, 2025
Notice of Virtual 2025 Annual Meeting of Stockholders
Dear Stockholder,
On Wednesday, May 7, 2025, Chesapeake Utilities Corporation (the "Company") will hold its 2025 Annual Meeting of Stockholders (the "Meeting") at 9:00 a.m. Eastern Time. The Meeting will be held in a virtual meeting format only. Stockholders will be able to listen, vote and submit questions by logging in atwww.virtualshareholdermeeting.com/CPK2025. 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 10, 2025 will be asked to vote on the following matters:
| Proposal | Description of Proposal | Board Recommendation |
|---|---|---|
| Proposal 1 | Election of two Class II directors named in the Proxy Statement | FOR each nominee |
| Proposal 2 | Approval of an Amendment and Restatement to our Amended and Restated Certificate of Incorporation to provide for declassification of the Board of Directors over a three-year period starting at the 2026 Annual Meeting and to thereafter provide for the annual election of the entire Board of Directors at the 2028 Annual Meeting | FOR |
| Proposal 3 | Approval of an Amendment and Restatement to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 50,000,000 shares to 75,000,000 shares | FOR |
| Proposal 4 | Approval of an Amendment and Restatement to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law and make other ministerial changes and clarifications | FOR |
| Proposal 5 | Approve on an advisory non-binding basis the compensation of the Company's Named Executive Officers | FOR |
| Proposal 6 | Ratify the appointment of Baker Tilly US, LLP as 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 submit your proxy 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 Internet Availability of Proxy Materials or proxy card. |
|---|---|
| Mobile Device | Scan the QR Code on your Notice of Internet Availability 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, to cast your ballot, complete, sign and date your proxy card, and mail it in the enclosed envelope. |
If you own shares through your bank, broker, trustee, nominee, or other institution, you will receive separate instructions through your representative 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 2025 Annual Meeting of Stockholders to be held on May 7, 2025, the Proxy Statement (which includes instructions for attending our virtual Annual Meeting), and our 2024 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 |
| Director Tribute | 4 | ||
| Director Nominations and Eligibility | 4 | ||
| Board Composition | 5 | ||
| 2 | Proposals | Election of Directors | 6 |
| Declassification Amendment | 11 | ||
| Authorized Shares Amendment | 13 | ||
| Officer Exculpation Amendment | 15 | ||
| Approval of the Compensation of the Company's Named Executive Officers | 16 | ||
| Ratification of the Appointment of the Independent Registered Public Accounting Firm | 18 | ||
| 3 | Audit Related Matters | Audit Committee Report | 19 |
| Fees and Services of the Company's Independent Auditors | 20 | ||
| 4 | Board of Directors and Its Committees | Board of Directors | 21 |
| Committees of the Board | 23 | ||
| Board and Committee Evaluations | 25 | ||
| Risk Oversight | 26 | ||
| Director Compensation | 27 | ||
| 5 | Corporate Governance and Stock Ownership | Governance Trends and Director Education | 29 |
| Corporate Governance Practices | 30 | ||
| Ownership of Our Stock | 31 | ||
| 6 | Our Engaging Culture | Communications with the Board, Stockholders, Financial Community and Other Interested Parties | 33 |
| 7 | Executive Compensation | 2023 Stock and Incentive Compensation Plan | 34 |
| Report of the Compensation Committee on Compensation Discussion and Analysis | 34 | ||
| Compensation Discussion and Analysis | 34 | ||
| Executive Compensation | 44 | ||
| Equity Compensation Plan Information | 55 | ||
| Compensation Committee Interlocks and Insider Participation | 55 | ||
| 8 | Other Important Information | Quorum | 56 |
| Soliciting Proxies | 56 | ||
| Revoking a Proxy | 56 | ||
| Householding | 56 | ||
| Stockholder Proposals | 56 | ||
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 |
| 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 |
| 2024 Equity Incentive Award(s): | An equity incentive award granted by the Compensation Committee pursuant to the 2023 SICP for the 2024-2026 performance period |
| Adjusted EPS: | Basic earnings per share (unless otherwise noted) as defined under Generally Accepted Accounting Principles (GAAP) adjusted to exclude transaction and transition related expenses in connection with the acquisition of FCG |
| 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 |
| 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 2025 Annual Meeting of Stockholders (including as it may be adjourned or postponed, the "Meeting"). The Notice of Virtual 2025 Annual Meeting of Stockholders, this Proxy Statement, and the Proxy Card are being furnished to our stockholders on or about March 25, 2025. 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 proxy 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.