Essential Utilities Files Proxy Statement Amendment

TL;DR

WTRG filed its proxy statement amendment, standard procedure for shareholder votes.

AI Summary

Essential Utilities, Inc. (WTRG) filed an amendment to its definitive proxy statement on April 25, 2025. This filing, designated as DEFA14A, concerns the company's proxy materials. The company's principal executive offices are located at 762 W. Lancaster Ave., Bryn Mawr, PA.

Why It Matters

This filing is a routine regulatory update for Essential Utilities, Inc., informing shareholders about matters related to upcoming shareholder meetings and voting.

Risk Assessment

Risk Level: low — This filing is a routine administrative document and does not contain new financial information or strategic changes that would inherently increase risk.

Key Players & Entities

• Essential Utilities, Inc. (company) — Registrant
• WTRG (company) — Ticker Symbol
• 762 W. Lancaster Ave., Bryn Mawr, PA (location) — Company Address
• AQUA AMERICA INC (company) — Former Company Name
• PHILADELPHIA SUBURBAN CORP (company) — Former Company Name

FAQ

From the Filing

0001552781-25-000152.txt : 20250425 0001552781-25-000152.hdr.sgml : 20250425 20250425132640 ACCESSION NUMBER: 0001552781-25-000152 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250425 DATE AS OF CHANGE: 20250425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Essential Utilities, Inc. CENTRAL INDEX KEY: 0000078128 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] ORGANIZATION NAME: 01 Energy & Transportation EIN: 231702594 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06659 FILM NUMBER: 25872049 BUSINESS ADDRESS: STREET 1: 762 W. LANCASTER AVE CITY: BRYN MAWR STATE: PA ZIP: 19010-3489 BUSINESS PHONE: 610-527-8000 MAIL ADDRESS: STREET 1: 762 W. LANCASTER AVE CITY: BRYN MAWR STATE: PA ZIP: 19010-3489 FORMER COMPANY: FORMER CONFORMED NAME: AQUA AMERICA INC DATE OF NAME CHANGE: 20040120 FORMER COMPANY: FORMER CONFORMED NAME: PHILADELPHIA SUBURBAN CORP DATE OF NAME CHANGE: 19920703 DEFA14A 1 e25182_wtrg-defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) ☒ 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 Under Rule 14a-12 Essential Utilities, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ 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. 762 W. Lancaster Ave. Bryn Mawr PA 19010-3489 (610) 527-8000 ADDITIONAL DEFINITIVE PROXY MATERIAL April 25, 2025 Explanatory Note On March 23, 2025, Essential Utilities, Inc. (the “Company”) filed its definitive proxy statement with the Securities and Exchange Commission with respect to the Company’s Annual Meeting of Shareholders to be held on May 7, 2025 beginning at 8:00 a.m. The Annual Meeting will be held virtually. This additional proxy material is being filed to supplement the disclosure concerning the approval of compensation paid to our named executive officers for 2024 discussed in Proposal 2 in the proxy statement. _____________________________________________________________________________________ April 25, 2025 Dear Shareholder: We are writing to you on behalf of the Board of Directors (the “Board”) and the Executive Compensation Committee of the Board (the “Committee”) to address an advisory report issued by proxy advisory firm Institutional Shareholder Services (“ISS”), which contains a negative vote recommendation against the Advisory Vote to Approve Named Executive Officers’ Compensation (“Proposal 2”). The reasons articulated by ISS in reaching its decision to publish a negative recommendation appear to be based on three factors: (1) targets for certain metrics in our 2024 annual incentive award program were set at levels below 2023 actual results, (2) the target long-term incentive value for our CEO was increased without disclosure of a specific rationale, and (3) forward-looking goals were not disclosed for the Performance-based Stock Units (“PSUs”) that make up the majority of the long-term equity incentive awards. We respectfully disagree with the ISS negative recommendation for the following reasons. 1) Targets for certain 2024 metrics were set below 2023 actual results : The Committee follows a rigorous process to establish goals for both the annual incentive awards and the performance goals f