Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(e) On May 5, 2025, the Compensation Committee of the Board of Directors (the "Board") of Artesian Resources Corporation (the "Company") approved an increase in base salary for Ms. Nicholle R. Taylor, the Company's Chief Executive Officer and President, to $565,000 and a restricted stock award of 1,000 shares of Class A non-voting common stock of the Company. The Compensation Committee of the Board also recommended to the Board, and the Board approved on May 6, 2025, the elimination of Board fees to Ms. Taylor. In 2024, Ms. Taylor received an annual Board retainer of $67,000 and a restricted stock award of 1,000 shares of Class A non-voting common stock for service as a member of the Board.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2025, the Company held its annual meeting of shareholders. At the annual meeting, Ms. Nicholle R. Taylor was elected to serve as director of the Board, for a three-year term and until her respective successor shall be elected and qualified or until her earlier resignation or removal. Only holders of record of the Company's Class B Common Stock were entitled to vote on the election of Ms. Taylor.
Votes were cast as follows with respect to Ms. Taylor's election:
Name of Nominee
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For
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Against
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Withheld
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Broker Non-Votes
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Nicholle R. Taylor
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737,335
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19,705
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0
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0
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Because the Board is divided into three classes with one class elected each year to hold office for a three-year term, the following directors continued to serve as directors of the Company immediately after the annual meeting: Ms. Dian C. Taylor, Mr. Michael Houghton and Mr. John R. Eisenbrey, Jr. As previously disclosed, on February 4, 2025, Mr. Kenneth R. Biederman informed the Board of the Company of his decision to resign as a director of the Company, effective May 6, 2025, after the conclusion of the annual meeting of shareholders.