Chesapeake Utilities Corporation
05/08/2026 | Press release | Distributed by Public on 05/08/2026 11:55
Proxy Results (Form 8-K)
Item 5.07 Submission of Matters to a Vote of Security Holders.
Chesapeake Utilities Corporation (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on May 6, 2026. As of the record date for the Annual Meeting, March 9, 2026, 23,989,243 shares of the Company's common stock, the Company's only class of equity securities entitled to vote, were outstanding. Of these shares, 22,393,765 were present or represented by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. Set forth below are the voting results for each of the proposals submitted to a vote of the Company's stockholders. Proxies were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.
Proposal 1: The stockholders voted on the election of one Class II director nominee and three Class III director nominees, each of whom was elected to serve on the Company's Board of Directors until the 2028 Annual Meeting of Stockholders and until their successors are elected and qualified. The separate tabulation of votes for each nominee is as follows: (i) Elisabeth A. Eden (Class II Director Nominee) - 20,541,565 votes for, 88,109 votes withheld; (ii) Thomas J. Bresnan (Class III Director Nominee) - 19,889,494 votes for, 740,180 votes withheld; (iii) Ronald G. Forsythe, Jr. (Class III Director Nominee) - 20,202,877 votes for, 426,797 votes withheld; and (iv) Sheree M. Petrone (Class III Director Nominee) - 20,536,582 votes for, 93,092 votes withheld. There were 1,764,091 broker non-votes for each nominee. There were no abstentions for any nominee.
Proposal 2: The stockholders voted to approve, on an advisory non-binding basis, the compensation of the Company's named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the "Say-on-Pay Proposal"). The stockholders approved, on an advisory non-binding basis, the Say-on-Pay Proposal. There were 19,756,219 affirmative votes, 811,323 negative votes, 62,132 abstentions and 1,764,091 broker non-votes.
Proposal 3: The stockholders voted to ratify, on an advisory non-binding basis, the appointment of Baker Tilly US, LLP ("Baker Tilly") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly in this capacity. There were 22,205,442 affirmative votes, 152,316 negative votes and 36,007 abstentions. There were no broker non-votes for this matter.
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