CHESAPEAKE UTILITIES CORP

Declassification Amendment

Overview. After careful consideration, the Board, upon the recommendation of the Corporate Governance Committee, declared advisable and approved, and recommends that the Company’s stockholders approve, an Amended and Restated Certificate of Incorporation, which shall include, among others, amendments to declassify the Board of Directors over the next three years starting at the 2026 Annual Meeting of Stockholders as described below and to thereafter provide for the annual election of the entire Board of Directors at the 2028 Annual Meeting of Stockholders (the “Declassification Amendment”).

The Declassification Amendment. Under our current Certificate of Incorporation, the Board is divided into three classes (Class I, Class II and Class III), with members of each class holding office for staggered three-year terms. We are asking stockholders to approve the proposed Declassification Amendment which would result in the Board being declassified at the 2028 Annual Meeting of Stockholders at which time annual elections of all directors would commence. The Declassification Amendment does not shorten the term of any director currently in office or elected before the 2026 Annual Meeting. However, directors elected at the 2026 Annual Meeting of Stockholders and the 2027 Annual Meeting of Stockholders would serve terms that expire at the 2028 Annual Meeting of

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Stockholders as described more particularly below. The Board has approved the proposed Declassification Amendment and declared it to be advisable and in the best interests of the Company and its stockholders and recommends that the stockholders approve the Declassification Amendment.

If the Declassification Amendment is approved by the stockholders, directors will be elected to terms as follows, such that each member of the Board (or their successors) will stand for election at the 2028 Annual Meeting of Stockholders and thereafter for a term that expires at the next Annual Meeting of Stockholders:

1. At the 2026 Annual Meeting of Stockholders, Class III directors shall be elected for terms that expire at the 2028 Annual Meeting of Stockholders;

2. At the 2027 Annual Meeting of Stockholders, Class I directors shall be elected for terms that expire at the 2028 Annual Meeting of Stockholders; and

3. At the 2028 Annual Meeting of Stockholders, the Board shall cease to be classified and all directors shall be elected for terms that expire at the next Annual Meeting of Stockholders.

If a vacancy occurs prior to the Board being fully declassified at the 2028 Annual Meeting of Stockholders, any new Board member appointed to fill the vacancy would serve for the remaining portion of the term of the class of directors in which the vacancy occurred. The Declassification Amendment will also replace the current provision stating the circumstances under which directors can be removed with a statement that for so long as the Board remains classified, directors may be removed only for cause.

Background of The Declassification Proposal. In deciding to approve the Declassification Amendment and to recommend that the stockholders vote to approve the same, the Board, upon the recommendation of the Corporate Governance Committee, considered the advantages and disadvantages of maintaining a classified board structure. A classified Board can benefit stockholders by, among other things, promoting continuity and stability of the Board; encouraging directors to take a long-term perspective; reducing the Company’s vulnerability to coercive takeover tactics and special interest groups that may not be acting in the best interests of all stockholders; and enhancing the independence of non-management directors by providing them with a longer term of office and insulating them against pressure from special interest groups. While the Board continues to believe that these are important benefits, the Board has also considered that a classified board structure may have the effect of reducing the accountability of directors to stockholders and recognizes the benefit of providing stockholders an annual opportunity to express their satisfaction or dissatisfaction with the actions of the Board. Following careful consideration of the matter, the Board has adopted resolutions to approve the Declassification Amendment, to declare the Declassification Amendment advisable and in the best interests of the Company and its stockholders, to submit the Declassification Amendment to its stockholders for consideration and approval at the 2025 Annual Meeting of Stockholders, and to recommend that the stockholders approve the Declassification Amendment.

Not Conditioned on the Other Amendment Proposals. This Proposal 2 and Proposals 3 and 4 relate to proposed amendments to our Amended and Restated Certificate of Incorporation. Each such Proposal is independent of the others and the approval of this Proposal 2 (Declassification Amendment) is not conditioned upon approval of Proposals 3 or 4. Your vote on any of the Proposals does not affect your vote on the others.

Related Bylaw Amendment. If the Declassification Amendment is approved by stockholders, and the Board proceeds with the filing of the New Amended and Restated Certificate (as defined below), the Board intends to approve conforming amendments to our Bylaws (the “Bylaw Amendment”) to remove provisions relating to the classified board. If the Declassification Amendment is not approved by the Company’s stockholders, the Board will not pursue or approve the Bylaw Amendment.

Vote Required and Effectiveness. The affirmative vote of the holders of not less than seventy-five percent (75%) of the total voting power of all outstanding shares of the Company's stock as of the Record Date is required to approve the Declassification Amendment. If the Company’s stockholders approve the Declassification Amendment, the Board has authorized our officers to file an Amended and Restated Certificate of Incorporation, included herein as Appendix A (the “New Amended and Restated Certificate”), with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") that includes the Declassification Amendment, and the New Amended and Restated Certificate would become effective upon filing with the Delaware Secretary of State. If the Declassification Amendment is approved at the Annual Meeting, we intend to file the New Amended and Restated Certificate which includes the Declassification Amendment as soon thereafter as practicable. However, even if the Company’s stockholders approve the Declassification Amendment, the Board may abandon the Declassification Amendment before it becomes effective and without further stockholder action prior to the filing and effectiveness of the New Amended and Restated Certificate with the Delaware Secretary of State. If abandoned, the Declassification Amendment will not be effective. If the Board abandons the Declassification Amendment, we will publicly disclose that fact and the reason for the Board’s decision to abandon the Declassification Amendment.

The description of the Declassification Amendment set forth above is qualified in its entirety by reference to the proposed Declassification Amendment included in the New Amended and Restated Certificate attached as Appendix A to this Proxy Statement.

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