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UNITED STATES
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): October 25, 2023
CALIFORNIA WATER SERVICE GROUP
(Exact name of Registrant as Specified in its Charter)
| Delaware (State or other jurisdiction of incorporation) |
1-13883 (Commission file number) |
77-0448994 (I.R.S. Employer Identification Number) |
| 1720 North First Street San Jose, California (Address of principal executive offices) |
95112 (Zip Code) |
(408) 367-8200
(Registrant’s telephone number, including area code)
N/A
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares, par value $0.01 | CWT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined by 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. |
On October 25, 2023, the Board of Directors (the “Board”) of California Water Service Group (the “Company”) voted to increase the size of the Board from ten to eleven directors and to elect Jeffrey Kightlinger to the Board, effective November 1, 2023.
In connection with his appointment to the Board, Mr. Kightlinger will be eligible to receive compensation in accordance with the Company’s compensatory arrangements for non-employee directors as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 19, 2023 under the heading “Corporate Governance Matters—Director Compensation.”
The Company intends to enter into an indemnification agreement with Mr. Kightlinger in substantially the same form as the Company has entered into with each of the Company’s existing directors and as previously filed with the Securities and Exchange Commission.
There are no arrangements or understandings between Mr. Kightlinger and any other person pursuant to which Mr. Kightlinger was selected as a director. There is no information that is required to be disclosed with respect to Mr. Kightlinger pursuant to Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On October 26, 2023, the Company issued a press release announcing the election of Mr. Kightlinger to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
We hereby furnish the following exhibits, which shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing, with this report:
| Exhibit No. | Description | |
| 99.1 | Press Release issued October 26, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CALIFORNIA WATER SERVICE GROUP |
| Date: October 27, 2023 | By: | /s/ Martin A. Kropelnicki |
| Name: | Martin A. Kropelnicki | |
| Title: | Chairman, President & Chief Executive Officer |
Exhibit 99.1
October 26, 2023
For immediate release
CALIFORNIA WATER SERVICE GROUP ANNOUNCES ELECTION OF JEFFREY KIGHTLINGER TO BOARD OF DIRECTORS
San Jose, Calif. — California Water Service Group (Group) (NYSE: CWT) today announced the election of Jeffrey Kightlinger, 63, to the Group’s Board of Directors, effective Nov. 1, 2023.
Kightlinger has the distinction of having been the longest serving Chief Executive Officer of the Metropolitan Water District of Southern California, the largest municipal water supplier in the nation. In this capacity, he oversaw the agency’s $1.8 billion budget along with water and power operations serving 19 million residents in Southern California. During his tenure, he negotiated strategic agreements on the Colorado River and the 50-year renewal of Hoover Dam hydroelectric power. He also took a leadership role in supporting a plan to build twin tunnels under the Sacramento-San Joaquin Delta to keep water flowing to Southern California while protecting endangered species.
A renowned expert in water law, particularly Colorado River law, Kightlinger now owns Acequia Consulting, LLC, which provides strategic advice on water and energy issues. He has an undergraduate degree from the University of California at Berkeley and a law degree from Santa Clara University.
“I am so pleased to have a water expert of Jeff’s caliber join our Board. During the course of his illustrious career, he has demonstrated a deep knowledge and understanding of the water industry, including climate change and water supply challenges and the politics associated with natural resources. I know he will be a real asset to the Board and the management team,” said Chairman and Chief Executive Officer Martin A. Kropelnicki.
About California Water Service Group
California Water Service Group is the largest regulated water utility in the western United States. It provides high-quality, reliable water and/or wastewater services to more than 2 million people in California, Hawaii, New Mexico, Washington, and Texas through its regulated subsidiaries, California Water Service, Hawaii Water Service, New Mexico Water Service, and Washington Water Service, and its utility holding company, Texas Water Service.
What sets Group apart is its commitment to enhancing the quality of life for its customers, communities, employees, and stockholders. Guided daily by their promise to provide quality, service, and value, Group’s 1,200+ employees lead the way in working to protect the planet, care for people, and operate with the utmost integrity. Integral to Group’s strategy is investing responsibly in water and wastewater infrastructure, sustainability initiatives, and community well-being. The company has been named one of “America’s Most Responsible Companies” and the “World’s Most Trustworthy Companies” by Newsweek and a Great Place to Work®. More information is available at www.calwatergroup.com.
*California Water Service received the highest score in the West Large segment of the J.D. Power 2023 U.S. Water Utility Residential Customer Satisfaction Study of customers’ satisfaction nationally among water customers in the US. Visit jdpower.com/awards for more details.
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Media Contact
Shannon Dean
sdean@calwater.com or 408-367-8243