NJ Resources Files 8-K: Agreements, Officer Changes, Financials

TL;DR

NJ Resources filed an 8-K detailing new agreements, exec changes, and financials.

AI Summary

On November 6, 2024, New Jersey Resources Corporation entered into a material definitive agreement, likely related to its financial obligations. The company also reported the departure of directors or officers and the appointment of new ones, alongside compensatory arrangements. Additionally, financial statements and exhibits were filed as part of this report.

Why It Matters

This filing indicates significant corporate actions, including new agreements and potential changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in officers, which can introduce uncertainty and potential risks.

Key Players & Entities

• NEW JERSEY RESOURCES CORPORATION (company) — Registrant
• November 6, 2024 (date) — Date of earliest event reported
• 001-08359 (company) — SEC File Number
• 22-2376465 (company) — IRS Employer Identification No.
• 1415 Wyckoff Road (company) — Address of principal executive offices
• Wall, New Jersey (company) — Location of principal executive offices
• 07719 (company) — Zip Code of principal executive offices
• 732-938-1480 (company) — Registrant's telephone number

FAQ

Key Financial Figures

• $2.50 — ge on which registered Common Stock - $2.50 par value NJR New York Stock Exchan
• $100 million — oration (the "Company") issued and sold $100 million of the Company's 5.55% Senior Notes, Se
• $100,000,000 — s Exhibit Number Description 4.1 $100,000,000 Note Purchase Agreement, dated as of No

Filing Documents

• ef20037522_8k.htm (8-K) — 45KB
• ef20037522_ex4-1.htm (EX-4.1) — 1108KB
• ef20037522_ex10-1.htm (EX-10.1) — 102KB
• ef20037522_ex10-2.htm (EX-10.2) — 92KB
• ef20037522_ex10-3.htm (EX-10.3) — 71KB
• ef20037522_ex10-4.htm (EX-10.4) — 74KB
• image0.jpg (GRAPHIC) — 22KB
• image00002.jpg (GRAPHIC) — 4KB
• 0001140361-24-046008.txt ( ) — 1903KB
• njr-20241106.xsd (EX-101.SCH) — 4KB
• njr-20241106_lab.xml (EX-101.LAB) — 21KB
• njr-20241106_pre.xml (EX-101.PRE) — 16KB
• ef20037522_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement The information included in Item 2.03 of this Current Report on Form 8-K is incorporated into this Item 1.01.

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 7, 2024, New Jersey Resources Corporation (the "Company") issued and sold $100 million of the Company's 5.55% Senior Notes, Series 2024A, due November 7, 2034 (the "Notes") to certain institutional investors in the private placement market pursuant to a Note Purchase Agreement, dated November 7, 2024, by and among the Company and the purchasers (the "Purchasers") party thereto (the "Note Purchase Agreement"). The Notes are guaranteed by certain unregulated subsidiaries of the Company. The Notes are unsecured. The proceeds of the Notes will be used for general corporate purposes, including but not limited to future acquisitions, repayment of indebtedness, capital expenditures and working capital. The Note Purchase Agreement contains customary representations and warranties of the Company and the Purchasers and also contains customary events of default and certain covenants which will limit NJR's ability beyond agreed upon thresholds, to, among other things: (i) incur additional debt (including a covenant which limits the amount of consolidated total debt of NJR at the end of the fiscal quarter to 70% of the consolidated total capitalization of NJR, as those terms are defined in the Note Purchase Agreement, and a covenant limiting priority debt to 20% of NJR's consolidated total capitalization, as those terms are defined in the Note Purchase Agreement); (ii) incur liens; (iii) make dispositions of assets; (iv) enter into transactions with affiliates; and (v) merge, consolidate, transfer, sell or lease all or substantially all of NJR's assets. These covenants are subject to a number of important exceptions and qualifications set forth in the Note Purchase Agreement.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Fiscal 2025 Officer Annual Incentive Plan On November 6, 2024, the Leadership Development and Compensation Committee (the "LDCC") of the Board of Directors (the "Board") of the Company approved several items relating to compensatory arrangements with its named executive officers ("NEOs"). The details of these approvals are outlined below. On November 6, 2024, the LDCC approved the Company's fiscal year 2025 Officer Annual Incentive Plan (the "2025 OIP") for officers of the Company and its subsidiaries. For fiscal year 2025, each of the Company's NEOs participate in the 2025 OIP. The objectives for the 2025 OIP are to maintain line of sight for each executive officer by providing them with an understanding of their individual objectives and how such objectives could be achieved based on areas that they impact, continue the linkage to corporate results and provide flexibility to determine awards based on qualitative performance assessments. The performance criteria for receiving an annual incentive award under the 2025 OIP are net financial earnings ("NFE"), individual leadership and the Company's "Commitment to Stakeholders" goals. Under the 2025 OIP, a performance hurdle based on the Company's NFE for fiscal year 2025 must be met in order to be eligible to receive an award. Each of the NEO's annual incentive awards under the 2025 OIP is based 50 percent on the Company's NFE, 30 percent on the NEO achieving an individual leadership component and 20 percent on the Company meeting the goals of an overall "Commitment to Stakeholders" component. Under the 2025 OIP, the target annual incentive award opportunity for the NEOs, other than the President and Chief Executive Officer, ranges from 40 to 60 percent of base salary and the target annual incentive award opportunities for the President and Chief Executi

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 $100,000,000 Note Purchase Agreement, dated as of November 7, 2024, by and among New Jersey Resources Coproration and the Purchasers party thereto. 10.1 FY 2025 Performance Share Units Agreement – TSR 10.2 FY 2025 Performance Share Units Agreement (NFE) 10.3 FY 2025 Restricted Stock Units Agreement 10.4 FY 2025 Performance-based Restricted Stock Units Agreement 104 Cover page in Inline XBRL format. 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. NEW JERSEY RESOURCES CORPORATION Date: November 12, 2024 By: /s/ Roberto F. Bel Roberto F. Bel Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR