DEF 14A: York Water Company Announces Annual Meeting of Shareholders, Outlines Key Proposals

The York Water Company will hold its Annual Meeting of Shareholders on May 6, 2024, to vote on director elections, auditor ratification, and executive compensation.

Summary

• The York Water Company is holding its Annual Meeting of Shareholders on May 6, 2024, at The Appell Center for the Performing Arts in York, Pennsylvania.
• Shareholders will vote on the election of four directors to three-year terms, the ratification of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and an advisory vote to approve executive compensation.
• The record date for determining shareholders eligible to vote is February 29, 2024.
• The company's outstanding securities entitled to vote consist of 14,333,656 shares of common stock.
• The Board of Directors recommends voting in favor of all proposals.
• The company has a majority voting policy for director elections, requiring any nominee receiving more withhold votes than votes for election to tender their resignation.
• The company's executive compensation program aims to attract, motivate, and retain senior management.
• The company's long-term incentive plan provides stock-based awards to officers, directors, and key employees based on metrics linked to shareholder value.
• The company also has a cash incentive plan for supervisors and managers, with annual performance objectives set by the Compensation Committee.
• The company provides retirement benefits, including a defined benefit pension plan, a supplemental executive retirement plan, and a deferred compensation plan.
• The company has change in control agreements with senior managers to protect them in the event of a change of control.
• The company's Board of Directors consists of no less than eight and no more than twelve directors, elected to staggered three-year terms.
• The company has an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee, all composed of independent directors.
• The company's Code of Conduct applies to all directors, officers, and employees.
• The company offers a householding service for shareholders who have the same address and last name and do not participate in electronic delivery of proxy materials.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's upcoming annual meeting and proposals. The tone is professional and neutral, with a slight positive leaning due to the mention of strong long-term performance and infrastructure investments.

Positives

• The Board of Directors is recommending a vote FOR all proposals.
• The company's long-term performance is strong with five-year average annual total shareholder return at 7.3% and five-year average annual return on equity of 10.7%.
• The company invested over $150 million in infrastructure improvements over the past three years.
• The company has change in control agreements with senior managers to protect them in the event of a change of control.
• The company has an Audit Committee, a Compensation Committee, and a Nomination and Corporate Governance Committee, all composed of independent directors.

Future Outlook

The company is making significant investments to build and improve its communities infrastructure to ensure a safe, adequate, and reliable supply of drinking water and to maintain proper handling and disposal of wastewater for all customers.

Industry Context

The document references peer companies in the utilities industry and financial services organizations in similar geographies for executive compensation benchmarking, indicating an awareness of industry standards and competitive practices.

Comparison to Industry Standards

• The Consultant compared the compensation package of the Company to a peer group of 11 companies consisting of organizations in the utilities industry as well as publicly traded financial services organizations in similarly situated geographies, with sufficient similarity in terms of size and performance measures.
• These companies included similar water utility peer companies, Middlesex Water Company (MSEX) and Artesian Water Company (ARTNA).
• The Consultant selected five publicly traded utilities for this comparison, Consolidated Water Co. Ltd. (CWCO), Global Water Resources (GWRS), Pure Cycle Corporation (PCYO), RGC Resources (RGCO), and Until Corporation (UTL).
• The Company also selected two locally based, publicly traded financial institutions, Codorus Valley Bancorp (CVLY) and Traditions Bancorp, Inc. (TRBK), and two additional publicly traded financial institutions, Franklin Financial Services Corporation (FRAF) and Juniata Valley Financial Corporation (JUVF).

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Employees are impacted by the company's compensation and benefit plans.
• Customers benefit from the company's investments in infrastructure improvements.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on May 6, 2024.
• The Board of Directors will consider the shareholder vote on the advisory vote to approve the executive compensation of the Company's named executive officers when making future compensation decisions.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Auditor, Corporate Governance, York Water Company, Voting