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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
May 27, 2025
(Date of earliest event reported)
CONSOLIDATED WATER CO. LTD.
(Exact Name of Registrant as Specified in Charter)
Cayman Islands, B.W.I. |
0-25248 |
98-0619652 |
(State or Other Jurisdiction of |
(Commission File No.) |
(IRS Employer Identification No.) |
Incorporation) |
Regatta Office Park
Windward Three, 4th Floor
West Bay Road, P.O. Box 1114
Grand Cayman, KY1-1102
Cayman Islands
(Address of Principal Executive Offices)
(345) 945-4277
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instructions A.2. below):
☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A common stock, $0.60 par value |
CWCO |
The Nasdaq Global Select Market |
Indicate 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. |
As previously reported, Consolidated Water Co. Ltd. (the “Company”) and Douglas Vizzini are parties to an employment agreement dated June 28, 2012 (the “Original Agreement”), pursuant to which Mr. Vizzini serves as the Company’s Vice President of Finance and Assistant Company Secretary. On May 27, 2025, the Company and Mr. Vizzini entered into an amendment to the Original Agreement (the “Amendment”), which modified the termination provisions of the Original Agreement.
Pursuant to the Amendment, the Company will have the option to terminate the agreement at any time upon providing three (3) months’ notice to Mr. Vizzini and paying him severance in an amount equal to the greater of the amount required by applicable law or 100% of his then current base salary.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 10.1, and is incorporated herein by reference. None of the other terms of the Original Agreement were modified in any material respect.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
CONSOLIDATED WATER CO. LTD. |
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By: |
/s/ David W. Sasnett |
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Name: |
David W. Sasnett |
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Title: |
Executive Vice President & Chief Financial Officer |
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Date: June 2, 2025 |
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Exhibit 10.1
FIRST AMENDMENT OF EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this 27th day of May, 2025.
BETWEEN:CONSOLIDATED WATER CO. LTD.
and AQUILEX, INC., (a Florida company and wholly-owned subsidiary of Consolidated Water Co. Ltd.) with its office at
5810 Coral Ridge Drive, Suite 220
Coral Springs, FL 33076
USA
(the “Company”)
AND:DOUGLAS VIZZINI
of 13309 SW 43rd Street
Davie, FL 33330
USA
(the “Employee”)
WHEREAS:
A.The Company and the Employee (together, the “Parties”) entered into an employment agreement dated the 28th of June, 2012 (the “Employment Agreement”).
B.The Parties are desirous of amending the Employment Agreement in accordance with the terms of the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree that the Employment Agreement is amended as follows:
1.Clause 18(c) of the Employment Agreement is hereby amended and restated in its entirety as follows:
“(c) |
The Company may terminate this agreement at any time upon serving three (3) months’ notice to the Employee and paying the Employee severance pay in accordance with the applicable law or in an amount equal to 100% of the Base Salary, as adjusted by Clause 5, whichever amount is greater.” |
3.All other provisions of the Employment Agreement are incorporated herein and shall remain in full force and effect, including, but not limited to, capitalized terms that are not otherwise defined herein.
[signature page follows]
/s/ DRV /s/ FWM
DRV FWM
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.
EXECUTED for and on behalf of)CONSOLIDATED WATER CO. LTD.
CONSOLIDATED WATER CO. LTD.)and AQUILEX, INC.
and AQUILEX, INC.)
)
By:)
In the presence of:)
)
)
/s/ David W. Sasnett ) /s/ Frederick W. McTaggart
WitnessFrederick W. McTaggart
Print Name: David W. Sasnett Chief Executive Officer
EXECUTED by )
DOUGLAS VIZZINI)
)
By:)
In the presence of:)
)
)
/s/ David W. Sasnett ) /s/ Douglas Vizzini
Witness DOUGLAS VIZZINI
Print Name: David W. Sasnett
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