CHESAPEAKE UTILITIES CORP
For the period ended May 7, 2025. Filed Mar 25, 2025.
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.
May 7, 2025 · Filed Mar 25, 2025
Contents
Voting Information
Meeting Attendance and Participation
Chesapeake Utilities Corporation's Virtual 2025 Annual Meeting of Stockholders will be held at 9:00 a.m. Eastern Time on Wednesday, May 7, 2025. The Meeting will be held in a virtual meeting format only. A virtual meeting format offers the same participation opportunities as those opportunities available to stockholders at in-person meetings. Stockholders will be able to listen, vote and submit questions. To participate in the Meeting, visitwww.virtualshareholdermeeting.com/CPK2025 using your desktop or mobile device and enter your name and the control number included on your Notice of Internet Availability of Proxy Materials ("Notice of Proxy Materials") or proxy card. Once you login towww.virtualshareholdermeeting.com/CPK2025 and enter the control number included on your Notice of Proxy Materials or proxy card, you may submit questions until the adjournment of the Meeting. Only questions pertinent to matters related to the Meeting will be answered during the Meeting, subject to time constraints. Any questions pertinent to matters related to the Meeting that cannot be answered during the Meeting due to time constraints will be responded to either telephonically or by email communication after the Meeting. The virtual platform for the 2025 Annual Meeting of Stockholders is supported across numerous browsers. If you need technical assistance with the meeting platform when logging into the Company's virtual Meeting or prior to adjournment of the Meeting, please call the technical support number provided atwww.virtualshareholdermeeting.com/CPK2025. Representatives will be available beginning at 8:45 a.m. Eastern Time on Wednesday, May 7, 2025. A recording of the Meeting will not be available after the adjournment of the Meeting.
Who May Vote
Holders of the Company's common stock at the close of business on March 10, 2025, the record date established by the Board, are entitled to vote at the Meeting. As of the record date, there were 23,011,966 shares of our common stock outstanding. These shares of common stock are our only outstanding class of voting equity securities. Each share of common stock is entitled to one vote on each matter submitted to the stockholders for a vote. The Company's executive officers and directors, collectively, have the power to vote 1.51% of these shares.
Notice of Proxy Materials
In accordance with rules promulgated by the SEC, we are using the internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will receive a Notice of Proxy Materials, which will provide instructions for electronically accessing our Proxy Statement and 2024 Annual Report, as well as instructions for requesting a paper copy of these materials. The Notice of Proxy Materials also provides instructions for methods available to submit your vote on the proposals described in this Proxy Statement.
Proposals Requiring Your Vote
The proposals to be voted on at the Meeting are provided below, along with the required vote for each proposal to be adopted, and the effect of abstentions and broker non-votes on each proposal. The named executive officers and directors intend to vote their shares of common stock FOR each nominee in Proposal 1, and FOR each of Proposals 2, 3, 4, 5 and 6. With regard to Proposal 1, if elected, directors are subject to the Company’s Bylaws, including the current age eligibility requirement. Proposals 2, 3 and 4 relate to proposed amendments to our Amended and Restated Certificate of Incorporation. Each such Proposal is independent of the others and your vote is requested on each one. Your vote on any of the Proposals will not apply to or affect your vote on the others.
CHESAPEAKE UTILITIES CORPORATION -2025 Proxy Statement - 1
| Proposal | Board Recommendation | Vote Required for the Proposal to be Adopted | Effect of Abstentions | Effect of Broker Non-Votes |
|---|---|---|---|---|
| Proposal 1: Election of two Class II directors named in this Proxy Statement | FOR each nominee | Plurality of the votes of the shares present in person or represented by proxy at the Meeting and entitled to vote on the election of directors(1) | No effect | No effect |
| 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 | Seventy-five (75%) of the total voting power of all outstanding shares of stock of the Company | Treated as votes against proposal | Treated as votes against proposal |
| 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 | Majority of the voting power of all outstanding shares of stock of the Company | Treated as votes against proposal | Treated as votes against proposal(2) |
| 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 | Majority of the voting power of all outstanding shares of stock of the Company | Treated as votes against proposal | Treated as votes against proposal |
| Proposal 5: Approve on an advisory non-binding basis the compensation of the Company's Named Executive Officers | FOR | Majority of the voting power of the stock present in person or represented by proxy at the Meeting and entitled to vote on the matter | Treated as votes against proposal | No effect |
| Proposal 6: Ratify the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm | FOR | Majority of the voting power of the stock present in person or represented by proxy at the Meeting and entitled to vote on the matter | Treated as votes against proposal | No effect(2) |
1"Withhold" votes have no effect on Proposal 1 because under plurality voting rules the two director nominees receiving the highest number of “For” votes will be elected.
2 Whether a broker will be able to vote your shares it holds on your behalf will be determined by whether a proposal is deemed “routine” or “non-routine” based on NYSE rules that regulate member brokerage firms. We expect that Proposals 3 and 6 will be considered to be “routine” under NYSE rules. Accordingly, if you hold your shares in street name and do not direct your broker how to vote your shares, the broker will be entitled to vote the shares in its discretion on Proposals 3 and 6 and broker non-votes, if any, will be treated as votes against Proposal 3 and will have no effect on Proposal 6.
The appointed proxies will vote pursuant to their discretion on any other matter that is properly brought before the Meeting and at any adjournment or postponement of the Meeting in accordance with our Bylaws. The Company is not aware of any other matter to be presented at the Meeting.
Voting Instructions
Stockholders of Record. If you are a registered stockholder and receive a Notice of Proxy Materials, you may submit your proxy by telephone or through the internet prior to the Meeting or you may vote at the Meeting. You may not submit your proxy by marking the Notice of Proxy Materials and returning it. If you received a paper copy of the proxy materials by mail, you may also submit your proxy by completing and returning your proxy card. Your shares will be voted at the Meeting if your proxy card or other method of
CHESAPEAKE UTILITIES CORPORATION -2025 Proxy Statement - 2 voting is properly submitted and not subsequently revoked. If your proxy card or other method of submitting your proxy is properly submitted but you do not provide instructions with respect to some or all of the proposals, your shares will be voted in line with the Board's recommendation for each Proposal and pursuant to the appointed proxy's discretion for any other business properly brought before the Meeting as permitted. If it is unclear as to how you intended to vote (e.g., multiple selections are made for the same proposal), your proxy will be voted in line with the Board's recommendation for the applicable proposal.
Beneficial Ownership. If you held shares of our common stock through a bank, broker, trustee, nominee, or other institution (called holding your shares in “street name”) on March 10, 2025, you are entitled to vote on the matters described in this Proxy Statement. You will receive instructions through your bank, broker, trustee, nominee, or institution with regards to this Proxy Statement, any other solicitation materials, and voting. If you do not provide voting instructions to your bank, broker, trustee, nominee, or institution, your shares may constitute “broker non-votes” on certain proposals. Generally, broker non-votes occur on a non-routine proposal where a broker is not permitted to vote on that proposal without instructions from the beneficial owner. Broker non-votes are counted as present for purposes of determining whether there is a quorum, and the impact of broker non-votes on the approval of matters depends on the applicable voting standard. If you do not provide voting instructions, your bank, broker, trustee, nominee or institution will not be permitted to vote your shares on Proposal 1 - Election of Directors, Proposal 2 - Declassification Amendment (as defined below), Proposal 4 - Officer Exculpation Amendment (as defined below), and Proposal 5 - advisory non-binding vote to approve the compensation of the Company's Named Executive Officers. If you do not provide voting instructions to your bank, broker, trustee, nominee or institution for Proposal 3 - Authorized Shares Amendment and Proposal 6 - advisory non-binding vote to ratify the appointment of our independent registered public accounting firm, which we expect would be considered routine matters, your bank, broker, trustee, nominee or institution will be able to vote your shares in its discretion on such Proposals. If you hold shares in street name and plan to virtually attend the Meeting, you will need to obtain a valid proxy from your bank, broker, trustee, nominee or institution if you intend to vote your shares at the Meeting.
Signing the Proxy - Stockholder Representatives or Joint Stockholders
If you are an authorized officer, partner or other agent voting shares on behalf of a corporation, limited liability company, partnership or other legal entity, you should sign in the entity name and indicate your name and title when the vote is submitted. If you are an agent, attorney, guardian or trustee voting on behalf of a registered stockholder, you should also indicate your title with your signature when the vote is submitted. If you own stock with multiple parties, each party should sign their individual name. If stock is registered in the name of a decedent and you are an executor, or an administrator, of the decedent’s estate, you should sign your name, indicate your title following your signature, and attach legal instruments showing your qualification and authority to act in this capacity.
Methods Available for Voting
Your vote is important and we encourage you to submit your proxy as soon as possible, even if you plan to virtually attend the Meeting. You may virtually attend the Meeting and electronically cast your vote before voting is declared closed at the Meeting, even if you previously submitted your proxy using any of the methods below. Each of the following methods are available to submit your proxy as provided on the proxy card.
| 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, 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 instructions through your representative with regards to this Proxy Statement, any other solicitation materials, and voting the shares you own in those accounts. We will reimburse the institutions for reasonable expenses incurred in connection with their solicitation.
CHESAPEAKE UTILITIES CORPORATION -2025 Proxy Statement - 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.