Unitil Corp. Files Proxy Statement Supplement

TL;DR

Unitil Corp. filed a proxy update, shareholders need to review for voting info.

AI Summary

Unitil Corp. filed a DEFA14A on April 8, 2024, as a definitive additional material to its proxy statement. This filing supplements information previously provided and concerns matters related to the company's shareholder communications and voting processes. No fee was required for this filing.

Why It Matters

This filing provides updated information to shareholders regarding voting and company matters, ensuring transparency in corporate governance.

Risk Assessment

Risk Level: low — This is a routine SEC filing (DEFA14A) providing supplemental information for a proxy statement, not indicating any immediate financial or operational risks.

Key Players & Entities

• UNITIL CORP (company) — Registrant
• 0001193125-24-089706 (filing_id) — Accession Number
• April 8, 2024 (date) — Filing Date

FAQ

Filing Documents

• d870871ddefa14a.htm (DEFA14A) — 74KB
• g870871g01s40.jpg (GRAPHIC) — 1KB
• g870871g08a65.jpg (GRAPHIC) — 1KB
• g870871g12j01.jpg (GRAPHIC) — 14KB
• g870871g37j82.jpg (GRAPHIC) — 1KB
• g870871g82u86.jpg (GRAPHIC) — 2KB
• 0001193125-24-089706.txt ( ) — 103KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 UNITIL CORPORATION (Name of Registrant as Specified in its Charter) Not applicable. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Explanatory Note This proxy statement supplement (this Supplement) dated April 8, 2024, updates certain information in the definitive proxy statement of Unitil Corporation (the Company) dated March 29, 2024 (the Proxy Statement) relating to the Companys 2024 Annual Meeting of Shareholders (the 2024 Annual Meeting). The Proxy Statement was filed with the Securities and Exchange Commission (the SEC) on March 29, 2024, and first mailed to shareholders of the Company on or about March 29, 2024. This Supplement should be read together with the Proxy Statement. Except as described herein, this Supplement does not amend, replace, supplement or otherwise affect the Proxy Statement or the information contained therein. Third Amended and Restated 2003 Stock Plan On March 18, 2024, the Companys Board of Directors (the Board) approved, subject to shareholder approval at the 2024 Annual Meeting, the amendment and restatement of the Second Amended and Restated 2003 Stock Plan in its entirety (the March 18 Amendment) to, among other things, amend Section 4.1 thereof to increase the maximum number of shares of common stock (Shares) available for awards to participants under the Second Amended and Restated 2003 Stock Plan by 700,000 Shares, from 677,500 Shares to 1,377,500 Shares in the aggregate. On March 29, 2024, the Company filed the Proxy Statement, which included the March 18 Amendment. On April 3, 2024, Institutional Shareholder Services Inc. issued a recommendation (the ISS Recommendation) to vote against the March 18 Amendment, which recommendation was based, in part, on the proposed increase of 700,000 Shares. On April 5, 2024, in response to the ISS Recommendation, the Board revised its prior approval of the March 18 Amendment. As revised, the Board approved, subject to shareholder approval at the 2024 Annual Meeting, the amendment and restatement of the Second Amended and Restated 2003 Stock Plan in its entirety (the Third Amended and Restated 2003 Stock Plan) to, among other things, amend Section 4.1 thereof to increase the maximum number of Shares available for awards to participants under the Second Amended and Restated 2003 Stock Plan by 350,000 Shares, from 677,500 Shares to 1,027,500 Shares. Notably, the Board reduced the proposed increase from 700,000 Shares to 350,000 Shares. Accordingly, the replacement text in each row of the following table replaces, in its entirety, the text that appears in the Proxy Statement on the page number and at the location in the Proxy Statement noted to the left of such text. The marked text in each row shows the text in the Proxy Statement that was deleted (as stricken text) and the replacement text that replaces it (as underlined text). Page Number Topic Heading / Location Replacement Text Marked Text 2 Meeting Summary, Item 2 Approval of the Unitil Corporation Third Amended and Restated 2003 Stock Plan (which amends and restates the Companys Second Amended and Restated 2003 Stock Plan to increase the maximum number of shares of common stock (no par value) of the Company available for awards to plan participants by 350,000 shares, from 677,500 shares to 1,027,500 shares in the aggregate), including the material terms of the plan. The Board recommends a vote FOR this proposal. Information on Proposal No. 2 is included in the section entitled Proposal 2: Approval of the Unitil Corporation Third Amended and Restated 2003 Stock Plan. Approval of the Unitil Corporation Third Amended and Restated 2003 Stock Plan (which amends and restates the Companys Second Amended and Restated 2003 Stock Plan to increase the maximum number of shares of common stock (no par value) of the Company available for awards to plan participants by 700,000 350,000 shares, from 677,500 shares to 1,377,500 1,027,500 shares in the aggregate), including the material terms of the plan. The Board recommends a vote FOR this proposal. Information on Proposal No. 2 is included in the section entitled Proposal 2: Approval of the Unitil Corporation Third Amended and Restated 2003 Stock Pl

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View this DEFA14A filing on SEC EDGAR