SJW Group Files 8-K on Security Holder Vote

TL;DR

SJW Group shareholders are voting on something important, details to follow.

AI Summary

On June 20, 2024, SJW Group filed an 8-K to report on the submission of matters to a vote of security holders. The filing indicates that the company's fiscal year ends on December 31st. No specific details regarding the matters voted upon or the outcome were provided in this initial filing.

Why It Matters

This filing signals that important corporate decisions are being put to a vote by SJW Group's shareholders, which could impact the company's future direction.

Risk Assessment

Risk Level: low — The filing is procedural and does not contain information that immediately suggests a change in risk for the company.

Key Numbers

• 001-8966 — Commission File Number (Identifies the SEC filing for SJW Group)
• 77-0066628 — IRS Employer Identification No. (Tax identification for SJW Group)

Key Players & Entities

• SJW Group (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• December 31st (date) — Fiscal year end
• 110 West Taylor Street, San Jose, CA 95110 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SJW New York Stock Exchange L

Filing Documents

• sjw-20240620.htm (8-K) — 53KB
• exhibit31-certificateofinc.htm (EX-3.1) — 6KB
• exhibit32restatedcertifica.htm (EX-3.2) — 25KB
• 0000766829-24-000062.txt ( ) — 222KB
• sjw-20240620.xsd (EX-101.SCH) — 2KB
• sjw-20240620_lab.xml (EX-101.LAB) — 23KB
• sjw-20240620_pre.xml (EX-101.PRE) — 13KB
• sjw-20240620_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 annual meeting of stockholders (the "2024 Stockholders' Meeting") of SJW Group (the "Corporation"), held on June 20, 2024, the stockholders approved amendments to the Certificate of Incorporation of the Corporation (the "Certificate of Incorporation"), in order to (i) permit the exculpation of officers to the fullest extent permitted by Delaware law, and (ii) adopt a federal forum selection provision (collectively, the "Amendments"). The Amendments became effective immediately upon the Corporation's filing of a certificate of amendment to its Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware (the "Secretary of State") on June 20, 2024. The Board of Directors of the Corporation (the "Board") also approved a Restated Certificate of Incorporation (the "Restated Certificate of Incorporation") that restated and integrated, but did not further amend, the Certificate of Incorporation, as amended by the Certificate of Amendment. On June 20, 2024, the Corporation filed the Restated Certificate of Incorporation with the Secretary of State, which became effective immediately upon filing. The foregoing summaries of the Certificate of Amendment and Restated Certificate of Incorporation do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Amendment and the Restated Certificate of Incorporation, respectively, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 20, 2024, the Corporation held its 2024 Stockholders' Meeting. The following proposals were approved by the stockholders at the 2024 Stockholders' Meeting: (i) the election of the nine nominees listed in the Corporation's 2024 proxy statement to serve on the Board, (ii) the compensation of named executive officers as disclosed in the proxy statement, on an advisory basis, (iii) an amendment to the Certificate of Incorporation to permit officer exculpation, (iv) an amendment to the Certificate of Incorporation to adopt a federal forum selection provision, and (v) the ratification of the appointment of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2024, were approved, each by the votes set forth below: Proposal 1: Election of Directors Name of Director For Against Abstain Broker Non-Votes Carl Guardino 25,906,049 368,595 56,695 2,632,405 Mary Ann Hanley 26,059,813 233,762 37,764 2,632,405 Heather Hunt 25,402,505 904,476 24,358 2,632,405 Rebecca A. Klein 25,560,458 739,138 31,743 2,632,405 Denise L. Kruger 26,121,129 178,023 32,187 2,632,405 Gregory P. Landis 25,055,126 1,245,573 30,640 2,632,405 Daniel B. More 25,611,529 690,550 29,260 2,632,405 Eric W. Thornburg 25,234,911 1,077,794 18,634 2,632,405 Carol P. Wallace 26,070,962 236,128 24,249 2,632,405 Proposal 2: Approval, on an advisory basis, of the compensation of named executive officers as disclosed in the proxy statement: For Against Abstain Broker Non-Votes 22,256,090 4,030,530 44,719 2,632,405 Proposal 3: Approval of an amendment to the Certificate of Incorporation to permit officer exculpation: For Against Abstain Broker Non-Votes 22,726,285 3,555,587 49,467 2,632,405 Proposal 4: Approval of an amendment to the Certificate of Incorporation to adopt a federal forum selection provision: For Against Abstain Broker Non-Votes 22,459

:01. Financial Statements and Exhibits

Item 9:01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Documents 3.1 Certificate of Amendment of the Certificate of Incorporation of SJW Group, dated June 20, 2024. 3.2 Restated Certificate of Incorporation of SJW Group, dated June 20, 2024. 104 Cover Page Interactive Data File - the cover page XBRL tabs are embedded within Inline XBRL document 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 thereunto duly authorized. SJW GROUP Date: June 21, 2024 /s/ Marisa Joss Marisa Joss, Deputy General Counsel and Corporate Secretary

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View this 8-K filing on SEC EDGAR