UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | December 18, 2018 | |
Chesapeake Utilities Corporation
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(Exact name of registrant as specified in its charter)
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 001-11590 | 51-0064146 | ||
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
909 Silver Lake Boulevard, Dover, Delaware | 19904 | |||
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) | |||
Registrant’s telephone number, including area code: | (302) 734-6799 | |||
Not Applicable
______________________________________________
Former name or former address, if changed since last report
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [__]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [__]
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chesapeake Utilities Corporation (the “Company”) announced on December 20, 2018 that Michael P. McMasters will retire as the Company’s President and Chief Executive Officer on December 31, 2018 after thirty-six years with the Company. Mr. McMasters will continue to serve as a member of the Company’s Board of Directors (the “Board”). The CEO Succession Committee (the “Committee”) of the Board, an ad hoc Committee comprised of independent directors, engaged a third-party search firm to assist in identifying and evaluating candidates to succeed Mr. McMasters. Following such evaluation, on December 18, 2018 the Committee recommended, and the Board approved, the appointment of Jeffry M. Householder as the Company’s President and Chief Executive Officer, effective as of January 1, 2019. On the same date, the Board increased the size of the Board from ten to eleven members and appointed Mr. Householder to fill the resulting vacancy, effective January 1, 2019. Mr. Householder will serve as a Class II director until the Company’s next Annual Meeting of Stockholders. Mr. Householder will also serve as Chair of the Investment Committee of the Board of Directors. As an executive officer of the Company, Mr. Householder will receive no additional compensation for his service as a director.
Mr. Householder, age 61, has more than thirty years of energy industry experience and joined the Company in June 2010 as President of Florida Public Utilities Company. Mr. Householder has served in leadership positions with TECO Energy Peoples Gas, West Florida Gas Company, Florida City Gas, and Tallahassee Utilities. Mr. Householder was appointed in 2012 to serve on the Board of the Florida Natural Gas Association and is its Immediate Past President. He also serves on the Boards of the Edison Electric Institute and Southern Gas Association.
On December 18, 2018, the Board of Directors approved an increase in Mr. Householder’s annual base salary to $600,000 effective January 1, 2019 and a target incentive award opportunity for Mr. Householder of 60% and 90% of base salary for the short-term cash and long-term equity incentive compensation programs, respectively. On the same date, the Board delegated authority to the Compensation Committee to enter into an employment agreement between the Company and Mr. Householder, which employment agreement shall contain the approved annual base salary, in addition to all other bonus terms, employee benefits, incentive compensation, and other terms and conditions that the Compensation Committee shall determine and approve in its discretion. The Compensation Committee will review the 2019 compensation program for executive officers in the first quarter of 2019.
A copy of the press release announcing Mr. Householder’s appointment, and Mr. McMasters’ retirement, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | Description |
Press Release issued by Chesapeake Utilities Corporation dated December 20, 2018. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Chesapeake Utilities Corporation | ||||
December 21, 2018 | By: | /s/ Beth W. Cooper | ||
Name: Beth W. Cooper | ||||
Title: Senior Vice President and Chief Financial Officer | ||||
FOR IMMEDIATE RELEASE December 20, 2018 NYSE Symbol: CPK CHESAPEAKE UTILITIES CORPORATION ANNOUNCES THE APPOINTMENT OF JEFFRY M. HOUSEHOLDER AS PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR Dover, Delaware — Chesapeake Utilities Corporation (NYSE: CPK) today announced that its Board of Directors has appointed Jeffry M. Householder, currently President of the Company’s Florida business unit, President and Chief Executive Officer (“CEO”), effective January 1, 2019. Concurrent with this promotion, the Company announced Mr. Householder’s appointment to the Board of Directors, also effective January 1, 2019. Mr. Householder succeeds Chesapeake’s current President and CEO, Michael P. McMasters, who will continue as a member of the Board of Directors. Mr. McMasters announced his retirement in September. “Jeff’s leadership, innovation and strategic thinking have been critical drivers of the dramatic growth we have cultivated in our Florida operations, and I am confident that under his leadership Chesapeake’s culture will flourish and continue to produce superior service to our customers and value for our shareholders,” stated Mike McMasters. “I congratulate Jeff and look forward to supporting him and Chesapeake’s very capable senior management team to ensure a smooth transition and the Company’s future success.” “Jeff has the experience, leadership skills and vision that are essential for the continued success of our businesses, and he understands the culture and values that have driven Chesapeake’s track record of success,” stated John R. Schimkaitis, Chairman of the Board of Directors. “We are committed to leadership development and planned transitions in our management team, and Jeff’s accomplishments as the leader of our Florida business unit underlie our confidence in his ability to build on Chesapeake’s strong foundation and lead the management team, as we continue our culture of entrepreneurial, disciplined capital investment.” Mr. Householder has more than 30 years of energy industry experience and joined Chesapeake Utilities in 2010 as President of the Company’s Florida business unit after serving in leadership positions with TECO Energy Peoples Gas, West Florida Gas Company, Florida City Gas and Tallahassee Utilities. Under Jeff’s leadership, the Florida operations have generated significant growth in earnings while providing safe, clean, reliable and affordable energy and solutions that promote economic development and preserve environmental integrity. In addition, he led the growth and expansion of Peninsula Pipeline (the Company’s Florida intrastate pipeline) and the construction and operation of the Eight Flags Combined Heat and Power facility, the first plant of this type for the Company. Jeff’s guidance and oversight of our accelerated Hurricane Michael --more--
2-2-2-2 restoration efforts and our acquisition of the Marlin assets in Florida, which we announced yesterday, also exemplify his executive leadership capabilities. He has worked closely with the Company’s Board of Directors and senior executives on strategic initiatives and corporate projects and has served as a member of the Company’s Growth Council, which is responsible for making recommendations to the Board regarding all significant capital investments considered by the Company. He has also been a member of various executive committees within the Company, including Employee Benefits, Security and Procurement, and serves on the boards of the Edison Electric Institute, Southern Gas Association and Florida Natural Gas Association. “This is a very exciting time at Chesapeake, and I am honored to have the opportunity to build on the success the Company and its employees produced under Mike’s leadership. We will continue to grow our existing businesses and seek new growth opportunities, while maintaining our traditional financial discipline,” stated Mr. Householder. “Chesapeake’s consistent generation of superior earnings growth and total return to shareholders is a testimony to the culture we have nurtured and to the talent and commitment of our management team and employees. I look forward to leading our team while serving and growing our businesses profitably for the benefit of customers and shareholders.” Mr. McMasters served as President and CEO from 2011 to 2018. Under his leadership, Chesapeake produced compound annual earnings growth of 8.2 percent, which yielded an annualized total return of 18.8 percent and growth in market capitalization from $395 million to $1.4 billion. The Company’s Chairman, John Schimkaitis stated, “The Board and I are deeply grateful to Mike for his many years of inspiring and productive leadership. Mike has transformed our Company in every way, and his legacy of contributions will continue to benefit our customers, communities, employees and shareholders for years to come.” * * * Chesapeake Utilities Corporation is a diversified energy company engaged in natural gas distribution, transmission, gathering and processing, and marketing; electricity generation and distribution; propane gas distribution; and other businesses. Information about Chesapeake Utilities Corporation's businesses is available at www.chpk.com or through our IR App. Please note that Chesapeake Utilities Corporation is not affiliated with Chesapeake Energy, an oil and natural gas exploration company headquartered in Oklahoma City, Oklahoma. For more information, contact: Beth W. Cooper Senior Vice President and Chief Financial Officer 302.734.6022