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. )
Filed by
the Registrant þ
Filed by
a Party other than the Registrant o
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Middlesex
Water Company
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(Name
of Registrant as Specified In Its
Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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of Filing Fee (Check the appropriate box):
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1500
Ronson Road
P.O.
Box 1500
Iselin, New Jersey 08830-0452 NASDAQ
Stock Market Symbol: MSEX
April
8, 2009
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Dear
Shareholder:
You are
cordially invited to attend Middlesex Water Company’s Annual Meeting of
Shareholders. The meeting will be held on Wednesday, May 20, 2009 at 11:00 a.m.
at the office of the Company, 1500 Ronson Road, Iselin, New Jersey.
At the
meeting, you will be asked to elect three directors. In addition to specific
matters being voted on, management will report on company activities during 2008
and our outlook and goals for 2009. We welcome this opportunity to meet with our
shareholders and look forward to your comments and questions. Information about
the meeting is presented in the following Notice of Annual Meeting of
Shareholders and Proxy Statement which you are urged to carefully
read.
Please
note: This year we are utilizing new U.S. Securities and Exchange Commission
rules that allow us to furnish our proxy materials to shareholders over the
Internet. Accordingly, a Notice of Internet Availability (NOIA) of Proxy
materials will be mailed to some of our shareholders on or about April 8, 2009.
These shareholders will have the ability to access the proxy materials on a
website referred to in the notice or request a printed set of the proxy
materials to be sent to them free of charge, by following the instructions in
the notice. For other shareholders, we have elected to mail a full set of
printed copies of our proxy materials, as in prior years.
Utilizing
Internet delivery for some shareholders will reduce printing and postage costs
and – as the theme of this year’s Annual Report conveys – preserve our natural
resources. If Internet delivery is well received by shareholders this year, we
may consider expanding its use next year.
It is
important that your shares are represented and voted at the meeting, regardless
of the number you own or whether you attend. We hope that you will plan to
attend the annual meeting. If you plan to attend, please call 732-634-1500 Ext.
1281 and leave your name, address and telephone number. Directions to the
meeting are printed on the back of the accompanying proxy statement and on the
Notice of Internet Availability (NOIA).
We
appreciate your continued interest and participation in the affairs of the
Company and look forward to seeing you on May 20th.
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Sincerely,
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J.
Richard Tompkins
Chairman
of the Board
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A
Provider of Water, Wastewater and Related Products and Services
1500
Ronson Road
Iselin,
New Jersey 08830-0452
732-634-1500
www.middlesexwater.com
Notice
of
2009
Annual
Meeting
of
Shareholders
and
Proxy
Statement
To
the
Shareholders
of
Middlesex
Water
Company:
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Shareholders of MIDDLESEX
WATER COMPANY will be held at the office of the Company, 1500 Ronson Road,
Iselin, New Jersey on Wednesday, May 20, 2009 at 11:00 a.m. You are cordially
invited to attend the meeting and to consider and vote upon the following
proposal:
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1.
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Election
of three members of Class I of the Board of Directors named in the
attached proxy to hold office until the Annual Meeting of Shareholders in
the year 2012, and in each case until their respective successors are
elected and qualify.
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We may
also transact any other business as may properly come before the
meeting.
The Board
of Directors has fixed the close of business on March 16, 2009 as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting, and at any adjournments thereof. Shareholders who hold shares in
street name may vote through their brokers, banks or other nominees. If proxy
cards are received without your choices indicated, the persons designated as
proxies will vote your shares in accordance with the recommendations of the
Directors and Management.
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Sincerely,
By
Order of the Board of Directors,
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KENNETH
J. QUINN
Vice
President, General Counsel,
Secretary
and Treasurer
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YOUR VOTE IS IMPORTANT!
Shareholders can help avoid the necessity and expense of followup letters to
ensure
that a
quorum
is
present
at
the
Annual
Meeting
by
promptly
voting
their
shares.
YOU MAY VOTE YOUR SHARES IN ANY OF THE FOLLOWING WAYS:
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1.
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If you
received a
printed
proxy
card,
mark,
sign,
date
and
return
the
proxy
card.
If
you
did
not
receive
a proxy
card,
see
instructions on the Notice of
Internet
Availability (NOIA) of Proxy
materials on how to request a
printed
proxy
card;
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2.
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Call the
toll-free
telephone number shown on your proxy card;
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3.
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Visit the website shown on your NOIA or on the proxy card to vote via the
Internet; or
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4.
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Vote in person at the Annual Meeting (if you are a
beneficial owner whose shares are held in the name of a bank, broker or other
nominee, you must obtain a legal proxy,
executed in your favor, from the
stockholder of record (that is, your bank, broker or
nominee) to be able to vote at the Annual
Meeting.
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Please have your NOIA or proxy card in front of you when voting by telephone or the Internet; it contains important information that is required to access the system.
ABOUT
THE ANNUAL MEETING
Questions
and
Answers
INFORMATION ABOUT VOTING
Why
have I received these materials? The Board of Directors of Middlesex Water Company is soliciting proxies for use at our 2009 Annual Meeting of Shareholders (“Annual Meeting”) to be held on May 20, 2009 at the Company’s headquarters, 1500 Ronson Road, Iselin, New Jersey at 11:00 a.m. This proxy statement, the form of proxy and our Annual Report for the year ended December 31, 2008 are being distributed or made available via the Internet to our shareholders on or about April 8, 2009. On this date, all shareholders of record and beneficial owners will have the ability to access all of the proxy materials on a website referred to in the NOIA. These proxy materials will be available free of charge.
How
are other proxy materials being furnished? Under
new
rules
adopted
by
the
U.S.
Securities
and
Exchange
Commission,
we
have
chosen
to
furnish
our
proxy
materials,
including
this
Proxy
Statement
and
the
Annual
Report
to
Shareholders,
to
some
of
our
shareholders
over
the
Internet
and
to
provide a
Notice
of
Internet
Availability
(NOIA)
of
proxy
materials
by
mail,
rather
than
mailing a
full
set
of
the
printed
proxy
materials,
as
in
prior
years.
As a
result
of
the
Notice
and
Access
rule,
Middlesex
Water
is
able
to
reduce
the
environmental
impact
of
producing
and
delivering
printed
materials.
If you receive a NOIA, you will not receive a printed copy of our proxy materials in the mail unless you request them by following the instructions provided in the NOIA. Instead, the NOIA instructs you how to access and review all of the important information contained in the Proxy Statement and Annual Report. The NOIA also explains how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions in the NOIA.
Who
can vote? Shareholders
of
record
at
the
close
of
business
on
March
16,
2009,
which
we
refer
to
as
the
record
date,
are
entitled
to
notice
or
and
to
vote
at
the
meeting.
As
of
such
date,
there
were
13,419,619
shares
of
Middlesex
Water
common stock
outstanding,
each
entitled
to
one
vote. A
complete
list
of
the
shareholders
entitled
to
vote
at
the
meeting
will
be
available
for
examination
by
any
shareholder
of
record at
our
offices
at
1500
Ronson
Road,
Iselin,
NJ
08830
for a
period
of
10
days
prior
to
the
Annual
Meeting.
The
list
will
also
be
available
for
examination
by
any
shareholder
of
record
at
the
Annual
Meeting.
How
do I Vote: You may vote in any of the following ways:
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·
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If you
received a
printed
proxy
card,
mark,
sign,
date
and
return
the
proxy
card.
If
you
did
not
receive
a proxy
card,
see
instructions on the Notice of
Internet
Availability (NOIA) of Proxy
materials on how to request a
printed
proxy
card;
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·
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Call the
toll-free
telephone number shown on your proxy card;
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·
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Visit the website shown on your NOIA or on the proxy card to vote via the
Internet; or
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·
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Vote in person at the Annual Meeting (if you are a
beneficial owner whose shares are held in the name of a bank, broker or other
nominee, you must obtain a legal proxy,
executed in your favor, from the
stockholder of record (that is, your bank, broker or
nominee) to be able to vote at the Annual
Meeting.
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Please have your NOIA or proxy card in front of you when voting by telephone or the Internet; it contains important information that is required to access the system.
How
are Proxies Used? All shares that have been properly voted – whether by Internet, telephone or mail, and not revoked will be voted at the Annual Meeting in accordance with your instructions. If you sign your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board recommends a vote for the election of three director nominees named in this Proxy Statement. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet, telephone or mail, the persons named as proxies in the proxy card will have the discretion to vote on those matters for you. At the date we filed this Proxy Statement with the SEC, w e do not know of any other matters to be raised at the Annual Meeting.
What
am I voting on? You
are
voting
on
one
proposal.
1)
Election
of
three
members
of
Class I
of
the
Board
of
Directors
to
hold
office
until
the
Annual
Meeting
of
Shareholders
in
the
year
2012,
and
in
each
case,
until
their
respective
successors
are
elected
and
qualify.
What
are the voting recommendations of the Board? The
Board’s
recommendation
for
the
proposal
is
set
forth
in
this
proxy
statement
together
with
th e
description
of
the
proposal.
In
summary,
the
Board
recommends a
vote:
FOR
Proposal 1
to
elect
three
Class I
directors.
What
are the votes required for approval? Directors
are
elected
(Proposal
1)
by a
plurality
vote
of
the
holders
of
shares
of
Common
Stock
present
in
person
or
represented
by
proxy
at
the
Annual
Meeting
and
entitled
to
vote
on
the
election
of
directors.
Abstentions
and
broker
nonvotes
will
not
be
included
in
determining
the
number
of
votes
cast
concerning
any
matter.
Can
I change my vote after I have returned my proxy card? Yes.
The
giving
of a
proxy
does
not
preclude
the
right
to
vote
in
person
should
the
shareholder
giving
the
proxy
so
desire,
and a
proxy
may
be
revoked
by
giving
notice
to
the
Secretary
of
the
Company
in
writing
at
any
time
prior
to
the
commencement
of
the
meeting
or
in
open
meeting
prior
to
the
taking
of
the
vote
to
which
such
revocation
relates.
Who
will count the vote? Votes
will
be
counted
by
representatives
of
Broadridge
Financial
Solutions,
Inc.
who
will
tally
the
votes
and
certify
the
results.
Its
representatives
will
serve
as
inspectors
of
the
election.
Who
can attend the Annual Meeting? All
shareholders
of
record
as
of
the
close
of
business
on
March
16,
2009
can
attend
the
meeting.
Seating,
however,
is
limited.
Attendance
at
the
Annual
Meeting
will
be
on a
first
arrival
basis.
Will
there be a management presentation at the Annual Meeting? Yes.
Management
will
give a
brief
presentation
during
the
meeting.
Can
I bring a guest? While
bringing a
guest
is
not
prohibited,
please
be
aware
that
seating
availability
at
the
Annual
Meeting
may
be
limited.
When
are shareholder proposals due for the 2010 Annual Meeting? Should a
shareholder
intend
to
present a
proposal
at
the
annual
meeting
to
be
held
in the
year
2010,
you
must
submit
your
proposal
to
the
Secretary
of
the
Company at
1500
Ronson
Road,
P.O.
Box
1500,
Iselin,
New
Jersey
08830-0452,
not
later
than
December
11,
2009,
in
order
to
be
considered
for
inclusion
in
the
Company’s
proxy
statement
and
form
of
proxy
relating
to
the
2010
Annual
Meeting.
How
will I learn the result of the vote? Announcement
of
the
preliminary
voting
results
will
occur
at
the
Annual
Meeting
of
Shareholders
and a
press
release
will
be
issued.
GOVERNANCE
Board
Matters
Management of the Company is under the general direction of the Board of Directors who are elected by the shareholders. The Board of Directors holds regular monthly meetings and meets on other occasions when required in special
circumstances. The Board of Directors held twelve meetings and the Board Committees held
twentytwo meetings during the year 2008. Each incumbent Director attended 95% or more of the total number of meetings of the Board and Committees on which each served.
The table below provides committee assignments for each of the Board Committees during 2008:
Board
Committee
Assignments
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CAPITAL
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CORPORATE
GOVERNANCE
|
AD
HOC
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NAME
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AUDIT
|
IMPROVEMENT
|
COMPENSATION
|
AND
NOMINATING
|
PENSION
|
PRICING
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Annette
Catino
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X
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X
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X
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X*
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John C. Cutting
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X
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X*
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X*
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X
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John R.
Middleton, M.D.
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X
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X
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X
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John P.
Mulkerin
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X*+
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X
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X
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Walter G.
Reinhard
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X
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X*
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X
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Jeffries Shein
|
X*
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X
|
X
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X
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J. Richard
Tompkins
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X
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X
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*
Indicates Committee
Chair
+ Indicates Audit Committee Financial Expert
Audit Committee
The Audit Committee reviews with the independent registered public accounting firm the scope of the annual audit; receives and reviews the independent registered public accounting firm’s annual report; reviews the independence of the independent registered public accounting firm, services provided by them and their fees; recommends to the Board of Directors the inclusion of the audited financial statements in the Company’s Annual Report to the Securities and Exchange Commission on Form 10K; and is directly responsible for the appointment of an independent registered public accounting firm for the following calendar year. In March 2009, the Board of Directors
reapproved the written Charter for the Audit Committee. The Committee held four meetings and two
teleconference meetings during 2008. All of the members of the Audit Committee have been determined by the Board to be independent directors as defined in the listing standards of NASDAQ.
Capital Improvement Committee
The Capital Improvement Committee reviews and approves the Capital Budget and the longterm capital planning needs. The Committee also monitors capital projects and expenditures during the year. In December 2008, the Board of Directors
reapproved a written Charter for the Capital Improvement Committee. The Committee held three meetings during 2008.
Compensation Committee
The Compensation Committee reviews and makes
recommendations to the Board of Directors as to the salaries, benefits and incentive compensation of the Executive Officers of the Company. Executive Officer incentive compensation is awarded under the Restricted Stock Plan. (Please refer to page 11 for a description of the Restricted Stock Plan.) In February 2009,
the
Board
of
Directors
reapproved a
written
Charter
for
the
Compensation
Committee.
The
Committee
held
four
meetings
during
2008.
All
of
the
members
of
the
Compensation
Committee
have
been
determined
by
the
Board
to
be
independent
directors
as
defined
in
the
listing
standards
of
NASDAQ.
Corporate
Governance
and
Nominating
Committee
In
February
2008,
the
Board
of
Directors
voted
to
merge
two
formerly
separate
committees –
the
Corporate
Governance
Committee
and
the
Nominating
Committee
into
one
committee
known
as
the
Corporate
Governance
and
Nominating
Committee.
This
newly
merged
committee
reviews
and
makes
recommendations
relating
to
the
governance
of
the
Company,
the
performance
and
composition
of
the
Board
and
Board
committees,
succession
planning
and
significant
organization
changes.
The
Committee
makes
recommendations
to
the
Board
of
Directors
with
respect
to
nominations
for
the
Board
and
screens
candidates
considered
for
election
to
the
Board.
In
this
capacity,
the
Committee
concerns
itself
with
the
composition
of
the
Board
with
respect
to
depth
of
experience,
balance
of
professional
interests,
required
expertise
and
other
factors
and
evaluates
prospective
nominees
identified
by
the
Corporate
Governance
and
Nominating
Committee
or
referred
by
other
Board
members,
management,
shareholders
or
external
sources.
All
of
the
members
of
the
Corporate
Governance
and
Nominatin g
Committee
have
been
determined
by
the
Board
to
be
independent
directors
as
defined
in
the
listing
standards
of
NASDAQ.
The
Corporate
Governance
and
Nominating
Committee
will
consider
shareholders’
recommendations
for
nominees
for
election
to
the
Board
of
Directors.
Recommendations
should
be
sent
to
Middlesex
Water
Company,
Office
of
the
Secretary,
1500
Ronson
Road,
P.O.
Box
1500,
Iselin,
New
Jersey
08830-0452;
or
sent
via
the
internet
to
the
following
email
address:
kquinn@middlesexwater.com.
Nominations
must
be
accompanied
by
the
written
consent
of
any
such
person
to
serve
if
nominated
and
elected
and
by
biographical
material
to
permit
evaluation
of
the
individual
recommended,
including
appropriate
references.
The
Committee
shall
make
inquiry
of
all
references
and
any
other
areas
deemed
appropriate
in
fulfilling
its
obligations.
The
Secretary
of
the
Company should
receive
any
nominations
for
Director
by
the
close
of
business
on
December
11, 2009,
in
order
to
be
considered
for
inclusion
in
the
Company’s
proxy
statement
and
form
of
proxy
relating
to
the
2010
Annual
Meeting
of
Shareholders.
In
September
2008,
the
Board
of
Directors
approved a
written
Charter
for
the
newly
designated
Corporate
Governance
and
Nominating
Committee.
The
Committee
held
five
meetings
during
2008.
Pension
Committee
The
Pension
Committee
reviews
investment
policies
and
determines
recommended
investment
objectives
for
the
Company’s
Pension
and
Retiree
Welfare
Plans.
The
Committee
also
reviews
the
performance
of
the
Company’s
401(k)
Plan
Administrator
and
reviews
options
offered
in
the
Company’s
401(k)
plan.
The
Committee
meets
quarterly
with
the
Company’s
outside
Investment
Managers.
In
January
2009,
the
Board
of
Directors
reapproved a
written
Charter
for
the
Pension
Committee.
The
Committee
held
four
meetings
during
2008.
Ad
Hoc
Pricing
Committee
The
ad
hoc
Pricing
Committee
meets,
as
needed,
to
review
financial
matters
including,
but
not
limited
to,
the
pricing
and
issuance
of
common
stock
and
corporate
bonds.
The
Committee
did
not
meet
in
2008.
Availability
of
Corporate
Governance
Materials
The
Board
of
Directors
has
adopted a
Code
of
Conduct
that
applies
to
all
of
our
Directors,
Officers
and
employees.
The
Company’s
Code
of
Conduct
as
well
as
the
charters
for
the
Audit,
Capital
Improvement,
Compensation,
Corporate
Governance
and
Nominating,
and
Pension
Committees
are
available
on
our
website
www.middlesexwater.com
under
the
heading
Investor
Relations –
(Corporate
Governance).
The
foregoing
information
is
available
in
print
to
any
shareholder
who
requests
it.
Requests
should
be
addressed
to
Kenneth
J.
Quinn,
Vice
President,
General
Counsel,
Secretary
and
Treasurer,
Middlesex
Water
Company,
1500
Ronson
Road,
P.O.
Box
1500,
Iselin,
New
Jersey
08830-0452.
SECURITY
OWNERSHIP
OF
DIRECTORS,
MANAGEMENT
AND
CERTAIN
BENEFICIAL
OWNERS
The
following
table
sets
forth,
as
of
March
16,
2009,
beneficial
ownership
of
Middlesex
Water
Company
Common
Stock
by
the
elected
Directors,
Executive
Officers
named
in
the
table
appearing
under
Executive
Compensation,
and
all
elected
Directors
and
Executive
Officers
as a
group.
Jeffries
Shein
owned
2.12%
of
the
shares
outstanding
on
March
16,
2009.
All
other
individual
elected
Directors
and
Executive
Officers
owned
less
than
1%
of
the
shares outstanding
on
March
16,
2009.
|
Amount
and Nature
of
Beneficial
Ownership(1)
|
|
|
Name
|
|
|
Directors
|
|
|
Annette
Catino
|
8,559
|
|
John C. Cutting
|
36,611
|
|
John R.
Middleton, M.D.
|
6,932
|
|
John P.
Mulkerin
|
25,000
|
|
Walter G.
Reinhard
|
2,565
|
|
Jeffries Shein
|
284,665
|
|
J.
Richard Tompkins
|
40,672
|
|
Named
Executive
Officers
|
|
|
Dennis W. Doll
|
19,017
|
|
A. Bruce
O’Connor
|
32,499
|
|
Kenneth J. Quinn
|
5,204
|
|
Richard
M. Risoldi
|
12,793
|
|
Ronald F.
Williams
|
20,985
|
|
All elected
Directors and
Executive
Officers as
a
|
|
|
group
including those named above.
|
514,363*
|
|
*
3.83%
of
the
shares
outstanding on March 16, 2009.
|
|
|
(1)
Beneficial owner has the sole power to vote and dispose of such shares.
|
PROPOSAL 1 -
ELECTION
OF
DIRECTORS
The
Corporate
Governance
and
Nominating
Committee
has
recommended
to
the
Board
the
following
candidates
for
election
at
the
Annual
Meeting
of
Shareholders:
John
C.
Cutting,
John
P.
Mulkerin
and
Dennis
W.
Doll.
These
candidates
are
to
be
elected
each
to
hold
office
until
the
Annual
Meeting
of
Shareholders
in
the
year
2012,
and
until
their
respective
successors
are
elected
and
qualify.
The
present
terms
of
Class I
directors
expire
at
the
year
2009
Annual
Meeting.
Proxies
in
the
accompanying
form
will
be
voted
for
these
nominees,
unless
authority
to
vote
for
one
or
more
of
them
shall
have
been
withheld
by
so
marking
the
enclosed
proxy.
Directors
shall
be
elected
by a
plurality
of
the
votes
cast
at
the
election.
If
at
the
time
of
the
meeting
any
of
the
n ominees
listed
should
be
unable
to
serve,
which
is
not
anticipated,
it
is
the
intenti on
of
the
persons
designated
as
proxies
to
vote,
in
their
discretion,
for
other
nomin ees,
unless
the
number
of
Directors
constituting a
full
Board
is
reduced.
There
is
shown
as
to
each
nominee,
and
as
to
each
Director
whose
term
of
office
will
continue
after
the
year
2009
Annual
Meeting,
age
as
of
the
date
of
the
Annual
Meeting,
Class,
the
period
of
service
as a
Director of
the
Company,
and
business
experience
during
the
last
five
years.
RECOMMENDATION
The
Board
of
Directors
unanimously
recommends
that
stockholders
vote
FOR
Proposal
1, the
election
of
John
C.
Cutting,
John
P.
Mulkerin
and
Dennis
W.
Doll.
NOMINEES
FOR
ELECTION
AS
DIRECTORS
WITH
TERMS
EXPIRING
IN
2012 –
CLASS
I
 |
JOHN
C.
CUTTING, age 72, became a
director of the Company in 1997. Prior to his
retirement he served as Senior
Engineer, Science
Applications
International
Corporation,
specialists in
information, energy and
military
systems,
Pittsburgh,
Pennsylvania. He is
Chairman of the Pension
Committee and Capital
Improvement
Committee and a
Member
of
the
Audit
Committee and ad hoc Pricing
Committee. Mr. Cutting serves as a
Director of
Tidewater
Utilities, Inc. (TUI),
Tidewater
Environmental
Services, Inc. and White Marsh
Environmental
Systems, Inc. (1)
|
 |
JOHN
P.
MULKERIN, age 71, became a
director of the Company in 1997. Prior to his
retirement, he served as
President and Chief
Executive Officer of First
Sentinel
Bancorp, Inc., Holding Company for First Savings Bank, Perth Amboy, New Jersey and was a
member
of
the
Boards
of
Directors of said
Companies. First
Sentinel
Bancorp, Inc. was
acquired by
Provident
Financial
Services, Inc., the Holding Company for The
Provident Bank. Mr.
Mulkerin
currently serves on the Boards of
Directors of both of those
Companies. Mr.
Mulkerin is a
Director of Raritan Bay Medical Center, Daytop Village
Foundation and
Middlesex County
College. He is
Chairman of the Audit
Committee and the Audit
Committee
Financial Expert; and a
Member
of
the
Corporate
Governance and
Nominating
Committee and the Pension
Committee. (1)
|
 |
DENNIS W. DOLL, age 50, was named
President and Chief
Executive Officer and became a
Director of
Middlesex
effective January 1, 2006. Mr. Doll joined the Company in
November 2004 as
Executive Vice
President. Prior to joining the
Company, Mr. Doll was
employed by
Elizabethtown Water Company since 1985, serving most
recently as a
member
of
the
senior
leadership team of the
Northeast Region of
American Water, which was
comprised of
Elizabethtown Water
Company, New
Jersey-American Water Company and Long Island Water
Corporation and
included other
regulated and
non-regulated
subsidiaries. Mr. Doll serves as
Director and
Chairman of
Tidewater
Utilities, Inc. (TUI),
Tidewater
Environmental
Services, Inc.; White Marsh
Environmental
Systems, Inc., a
subsidiary of TUI;
Pinelands Water Company and
Pinelands
Wastewater
Company; Utility Service
Affiliates, Inc., and Utility Service
Affiliates (Perth Amboy) Inc. since January 1, 2006.
|
(1)
This
director
has
been
determined
by
the
Board
of
Directors
to
be
independent
under
the
applicable
listing
standards
of
NASDAQ.
DIRECTORS
WHOSE TERMS CONTINUE BEYOND THE 2009 ANNUAL MEETING
AND
WHO
ARE NOT SUBJECT TO ELECTION THIS YEAR
Class
II –
Directors
Whose
Terms
Expire
in 2010
 |
ANNETTE
CATINO, age 52, became a
director of the Company in 2003. She is
President and CEO of
QualCare
Alliance
Networks, Inc.,
Piscataway, New Jersey, a
managed
care
organization, since 1991, of which she serves as a
Director. Ms. Catino is a
Director of Caucus NJ
Educational
Corporation,
Northfield Bank Corp., The Val Skinner
Foundation and the
American
Association of
Preferred
Providers
Organization. Ms. Catino is
Chairwoman of the ad hoc Pricing
Committee and a
Member
of
the
Audit
Committee, the
Compensation
Committee and the
Corporate
Governance and
Nominating
Committee. (1)
|
 |
WALTER
G.
REINHARD,
ESQ., age 63, became a
director of the Company in 2002. He is a
Partner
of
the
law
firm
of
Norris,
McLaughlin &
Marcus,
P.A.
of
Bridgewater, New Jersey, since 1984. Mr.
Reinhard serves as a
Director of the
Fanwood-Scotch Plains YMCA. Mr.
Reinhard is
Chairman of the
Corporate
Governance and
Nominating
Committee and a
Member
of
the
Capital
Improvement
Committee and the Pension
Committee. (1), (2).
|
(1)
This
director
has
been
determined
by
the
Board
of
Directors
to
be
independent
under
the
applicable
listing
standards
of
NASDAQ.
(2)
Norris,
McLaughlin
& Marcus,
P.A.,
provides
legal
services
to
the
Company
in
the
areas
of
corporate
and
regulatory
matters.
DIRECTORS WHOSE TERMS CONTINUE BEYOND THE 2009 ANNUAL MEETING AND
WHO
ARE NOT SUBJECT TO ELECTION THIS YEAR
Class
III
– Directors
Whose
Terms
Expire
in
2011
 |
JOHN R. MIDDLETON, M.D., age 64, became a
director of the Company in 1999. He is the former Chair of the
Department of
Medicine and former Chief Medical Officer of Raritan Bay Medical Center and is
currently engaged in the private
practice of
Infectious
Diseases. He is a
Fellow
of
the
American College of
Physicians and a
Fellow
of
the
Infectious
Diseases Society of
America. Dr.
Middleton is a
Member
of
the
Audit
Committee, the
Compensation
Committee and the
Corporate
Governance and
Nominating
Committee. (1)
|
 |
JEFFRIES SHEIN, age 69, became a
director of the Company in 1990. He is a
Managing Partner of JGT
Management Co., LLC, a
management and
investment firm, since 2003 and
formerly a
Partner
of
Jacobson,
Goldfarb &
Tanzman
Associates,
Woodbridge, New Jersey, a
commercial real estate
brokerage firm, since 1972. He is a
Director of Raritan Bay Medical Center and a
Director of The
Provident Bank. Mr. Shein is
Chairman of the
Compensation
Committee and a
Member
of
the
Corporate
Governance and
Nominating
Committee, Pension
Committee and the ad hoc Pricing
Committee. (1)
|
 |
J.
RICHARD TOMPKINS, age 70, became a
director of the Company in 1981. He has served as
Chairman of the Board of the Company since May 1990 and was
President from May
19812003. Mr.
Tompkins is a past
President of the
National
Association of Water
Companies and the New Jersey
Utilities
Association. He is past
Director and
Chairman of
Tidewater
Utilities, Inc. (TUI), White Marsh
Environmental
Systems, Inc., (a
subsidiary of TUI),
Pinelands Water
Company,
Pinelands
Wastewater
Company, Utility Service
Affiliates, Inc., Utility Service
Affiliates (Perth Amboy) Inc., and Bayview Water
Company. He
currently serves as a
member
of
the
Capital
Improvement
Committee and the ad hoc Pricing
Committee.
|
(1)
This
director
has
been
determined
by
the
Board
of
Directors
to
be
independent
under
the
applicable
listing
standards
of
NASDAQ.
COMPENSATION
DISCUSSION
& ANALYSIS
The
Compensation
Discussion &
Analysis
(CD&A)
describes
the
Company’s
compensation
objectives,
policies
and
basis
for
determination
of
Compensation
for
the
Named
Executive
Officers
and
the
other
executive
officers
of
the
Company
(hereinafter,
collectively
referred
to
as
the
“Executive
Officers”).
The
Company’s
compensation
objectives
and
policies
applicable
to
the
Executive
Officers
seek
to
incent
the
advancement
of
three
corporate
priorities
which
are
desirable
and
necessary
for
the
Company
to
achieve
its
expressed
vision
and
strategy
in
the
creation
of
long-term
shareholder
value.
Those
corporate
priorities
are
(1)
profitable
growth;
(2)
operational
excellence;
and
(3)
developing
the
technical
and
management
skills
of
the
Company
employees.
The
Company’s
compensation
and
benefits
programs
are
designed
to
(a)
attract
and
retain
qualified
executives;
(b)
support
short
and
longterm
goals
and
objectives
of
the
Company
and;
(c)
appropriately
reward
individuals
for
their
contribution
to
the
Company’s
success.
These
programs
are
directly
related
to
the
creation
of
value
for
shareholders
through
progress
in
the
three
corporate
priorities
listed
above.
In
order
to
achieve
progress
in
the
three
priorities
above,
the
Company,
through
the
Executive
Officers,
sets
goals
each
year
for
incentive
compensation
purposes
which
are
consistent
with
those
priorities.
Each
goal
is
designed
to
be
specific,
measurable,
achievable
with
effort,
relevant
and
timebound.
Consistent
with
the
Company’s
corporate
priorities,
expectations
are
established
for
the
Executive Officers
in
the
following
three
areas:
A.
Financial
– Executive
Officers
are
expected
to
deliver
appropriate
shareholder
returns
to
ensure
competitiv e
performance
in
relation
to
the
Company’s
peer
group
of
publiclytraded
companies.
B.
Operational
– Executive
Officers
continue
to
diligently
implement
and
manage
the
Company’s
policies,
procedures,
processes
and
programs
for
compliance
with
regulatory
requirements
and
with
regard
to
prudent,
cost-effective
management
practices.
The
Executive
Officers
are
expected
to
attract
and
retain
qualified
employees
and
keep
appropriate
focus
on
training
and
development.
The
Executive
Officers
fully
develop,
implement
and
manage
succession
plans.
They
are
expected
to
maintain
open,
honest
and
frequent
communications
with
employees
at
all
levels
regarding
their
professional
development,
career
paths,
performance
and
other
areas
of
opportunity
for
both
themselves
and
for
the
Company.
The
Executive
Officers
develop
and
execute
plans
to
grow
the
business,
in
terms
of
both
customers
and
profits.
The
Company,
through
its
Executive
Officers,
continues
to
manage
to
high
standards
for
water
quality,
service
delivery,
asset
management
and
other
disciplines.
At
the
same
time,
the
Executive
Officers
seek
to
control
operating
costs
to
the
extent
possible,
to
maximize
shareh older
returns
and
to
maintain
reasonable
customer
rates.
C.
Leadership
– Executive
Officers
are
expected
to
instill a
Company
culture
based
on
ethical
behavior,
mutual
respect,
open
and
honest
communications
and a
commitment
to
learning
and
continued
improvement
and
accountability
for
performance.
By
setting
an
example
through
the
“tone
at
the
top”
these
values
and
behaviors
are
diligently
instilled
throughout
the
Company.
ELEMENTS
OF COMPENSATION
The
elements
of
compensation
relevant
to
the
Executive
Officers
consist
of
base
salary,
eligibility
for
incentive
compensation
through
participation
in
the
Company’s
Restricted
Stock
Plan
and
participation
in a
Supplemental
Executive
Retirement
Plan
(SERP).
In
addition,
the
Executive
Officers
participate
under
the
same
terms
and
conditions
in
retirement,
health
and
welfare
plans
that
are
generally
available
to
all
eligible
employees.
All
elements
of
compensation
are
further
detailed
in
the
tables
contained
herein.
Base
salary
levels
are
reviewed
at
least
annually
and
are
benchmarked
against
other
companies,
both
utilities
and
nonutilities,
at
the
State
and
national
levels.
Independent
salary
studies
are
periodically
conducted
with
the
assistance
of
an
outside
consultant
retained
by
the
Compensation
Committee.
Salaries
for
satisfactory
performance
are
targeted
at
the
median
of
the
competitive
market.
Individual
performance
of
the executive
is
given
appropriate
consideration
when
setting
salaries
against
the
competitive
market
data.
The
factors and criteria upon which the Chief Executive Officer’s (CEO) compensation
is based generally include those discussed with respect to the other Executive
Officers. In addition, the Compensation Committee examines the effectiveness
with which the CEO is managing the performance of the executive team. Among the
criteria to be used for evaluation are the following: (a)
Financial
– to review the establishment and achievement of appropriate short and long-term
financial objectives. (b)
Operational
– to determine that appropriate policies, procedures, processes and programs
have been established and implemented so the Company is compliant under relevant
regulatory policies; to ensure the development of effective recruitment,
training, retention and personnel communications plans; to ensure the Company is
developing and executing initiatives on both a timely and cost-effective basis;
to promote efficiency and continuous improvement so results are tied to the
strategic
plan and
budget that are focused on increased shareholder value, the quality of service
delivery and employee satisfaction; and (c)
Leadership
– to ensure the CEO is appropriately leading the Company and setting and
executing strategies. The Compensation Committee reviews the CEO’s performance
in light of the corporate priorities mentioned above to determine how
effectively the CEO is contributing to the delivery of the Company’s strategy
and how effectively the CEO is aligning the organization to execute the
strategies in order to achieve the desired results.
The
Executive
Officers
are
eligible
to
participate
in a
Supplemental
Executive
Retirement
Plan
(SERP)
at
the
discretion
of
the
Board
of
Directors. A
participant,
who
retires
on
their
normal
retirement
date,
as
defined
in
the
SERP,
is
entitled
to
an
annual
retirement
benefit
of
up
to
75%
of
compensation,
reduced
by
the
primary
social
security
benefit,
and
further
reduced
by
any
benefit
payable
from
the
Company’s
qualified
defined
benefit
pension
plan.
Further
reductions
are
made
for
certain
retirement
benefits
from
prior
employment
where
such
benefits
have
accrued.
Generally, a
participant
is
vested
at
ten
(10)
years
of
service
in
the
case
of
retirement,
and
in
the
event
of a
Change
in
Control,
as
described
further
herein. A
participant’s
right
to
receive
benefits
under
the
SERP
generally
commences
upon
retirement
or
death,
and
in
connection
with a
Change
in
Control,
upon
termination
under
the
circumstances
described
in
the
SERP.
Annual
benefits
are
generally
payable,
upon
achieving
normal
retirement,
for
fifteen
(15)
years
either
to
the
participant
or
the
participant’s
beneficiary.
Retirement
benefits
may
also be
in
the
form
of a
single
life
annuity,
joint
and
50%
survivor’s
annuity,
joint and
100%
survivor’s
annuity,
single
life
annuity
with a
ten
(10)
year
certain
period
or
single
life
annuity
with a
fifteen
(15)
year
certain
period
paid
on
an
actuarial
equivalent
basis.
The
Company
is
not
obligated
to
set
aside
or
earmark
any
monies
or
other
assets
specifically
for
the
purpose
of
funding
the
SERP,
except
that
upon a
Change
in
Control,
the
Company
would
be
obligated
to
make
contributions
to a
trust
anticipated
to
be
sufficient
to
meet
the
obligations
under
the
SERP.
Absent a
Change
in
Control,
benefits
are
in
the
form
of
an
unfunded
general
obligation
of
the
Company.
For
the
year
2008,
the
Company
paid
life
insurance
premiums
for
the
Executive
Officers
which
provides a
preretirement
net
death
benefit
of 3
times
base
salary
at
date
of
death.
The
Company
has
Change
in
Control
Termination
Agreements
with
the
Executive
Officers
and
these
Change
in
Control
Agreements
are
discussed
hereinafter.
The
Company
maintains
an
incentive
compensation
program
in
the
form
of a
Restricted
Stock
Plan
for
the
purpose
of
attracting
and
retaining
key
executives
and
other
employees
having
managerial
responsibility
who
have
contributed,
or
are
likely
to
contribute,
significantly
to
the
short
and
longterm
performance
of
the
Company.
Awards
under
the
Restricted
Stock
Plan
are
designed
to
enhance
financial
performance,
quality
service
delivery
and
corporate
efficiency
through a
performancebased
restricted
stock
award.
Awards
to
the
Executive
Officers,
other
than
the
CEO,
are
recommended
by
the
CEO
and
reviewed
and
approved
by
the
Compensation
Committee.
The
CEO’s
recommendations,
and
the
Committee’s
ultimate
approval,
are
based
upon
an
assessment
of
the
achievement
of
various
financial
and
nonfinancial
objectives.
The
criteria
used
in
such
assessment
are
selected
and
approved
by
the
Committee.
After
full
review
by
the
Compensation
Committee, a
report
and
recommendation
is
made
to
the
full
Board
of
Directors
for
final
approval
of
the
proposed
restricted
stock
awards.
With
respect
to
the
CEO,
the
Compensation
Committee
makes
its
own
evaluation
and
recommendation
as
to
the
amount
of
award
to
the
CEO
under
the
Restricted
Stock
Plan.
In
determining
the
amount
of
the
award
for
the
CEO,
the
Compensation
Committee
will
consider
the
correlation
between
the
achievement
of
the
Company’s
goals
and
the
incentive
compensation
awards.
The
committee
will
ensure
the
CEO’s
achievement
of
incentive
compensation
goals
is
consistent
with
overall
performance,
that
is,
it
will
seek
to
ensure
critical
core
functions
are
not
inappropriately
compromised
for
the
direct
purpose
of
obtaining
incentive
compensation
awards.
In
addition,
the
Compensation
Committee
will
seek
to
determine
that
all
critical
operational
needs
have
been
met
before
any
consideration
can
be
given
to
incentive
compensation
awards,
regardless
of
any
positive overall
financial
performance.
These
critical
functions
include
regulatory
compliance,
water
quality,
employee
safety,
reliability
of
assets,
maintaining a
welltrained
and
motivated
work
force
and
other
important
aspects
of
operations
and
administration.
All
of
these
factors
are
incorporated
into
the
determination
of
the
Compensation
Committee
in
terms
of
the
amount
of
an
award
to
the
CEO
under
the
Restricted
Stock
Plan.
All
awards
of
restricted
stock
to
the
Executive
Officers
are
made
in
accordance
with
the
provisions
of
the
Restricted
Stock
Plan.
Under
such
Plan,
generally
none
of
the
awards
of
restricted
stock
vest
until
five
(5)
years
from
the
date
of
grant.
However,
all
unvested
awards
become
fully
vested
in
the
event
of a
Change
in
Control
of
the
Company
as
defined
in
the
Change
in
Control
Agreements.
Under
the
provisions
of
the
Restricted
Stock
Plan,
dividends
on
unvested
shares
are
paid
to
the
awardees
quarterly.
The
Company
believes
each
element
of
compensation
and
the
Company’s
decisions
regarding
such
elements
are
consistent
with
the
Company’s
overall
compensation
objectives
as
expressed
above.
The
Company
believes
each
element
of
compensation
for
the
Executive
Officers
is
fair
and
reasonable.
Such
elements
of
compensation
will
help
enable
the
Company
to
maintain a
competitive
compensation
program
among
comparably
sized
utilities
and
other
firms
in
general.
|
SUMMARY
COMPENSATION TABLE – 2008
|
|||||||||
|
Name
and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
(1)
Stock
Awards
($)
|
Option
Awards
($)
|
Non-equity
Incentive
Plan
Compensation
($)
|
(2)
Change
in
Pension
Value
and
Non-Qualified
Deferred
Compensation
Earnings
($)
|
(3)
All
other
Compensation
($)
|
Total
($)
|
|
Dennis
W. Doll,
President
and
|
2008
2007
|
352,574
326,746
|
n/a
n/a
|
43,354
42,230
|
n/a
n/a
|
n/a
n/a
|
11,080
9,943
|
23,139
18,613
|
430,147
397,532
|
|
Chief
Executive Officer
|
2006
|
298,477
|
n/a
|
28,875
|
n/a
|
n/a
|
7,494
|
17,630
|
352,477
|
|
A.
Bruce O’Connor,
VP
and Chief
|
2008
2007
|
204,316
195,116
|
n/a
n/a
|
26,884
28,001
|
n/a
n/a
|
n/a
n/a
|
26,318
23,816
|
17,347
15,385
|
274,865
262,318
|
|
Financial
Officer
|
2006
|
188,488
|
n/a
|
24,063
|
n/a
|
n/a
|
25,824
|
15,920
|
254,295
|
|
Ronald
F. Williams,
VP
Operations and
|
2008
2007
|
191,906
186,419
|
n/a
n/a
|
16,919
17,171
|
n/a
n/a
|
n/a
n/a
|
40,373
37,389
|
17,411
15,088
|
266,609
256,067
|
|
Chief
Operating Officer
|
2006
|
180,969
|
n/a
|
19,250
|
n/a
|
n/a
|
39,836
|
14,484
|
254,539
|
|
Richard
M. Risoldi,
VP-Subsidiary
Operations
|
2008
2007
|
171,464
165,181
|
n/a
n/a
|
21,539
24,257
|
n/a
n/a
|
n/a
n/a
|
26,704
23,518
|
15,745
14,533
|
235,452
227,489
|
|
2006
|
157,704
|
n/a
|
25,025
|
n/a
|
n/a
|
21,793
|
12,778
|
217,300
|
|
|
Kenneth
J. Quinn, VP General Counsel,
Secretary
and Treasurer
|
2008
2007
|
156,222
149,646
|
n/a
n/a
|
20,379
18,966
|
n/a
n/a
|
n/a
n/a
|
27,756
22,528
|
17,335
13,345
|
221,692
204,485
|
|
2006
|
144,269
|
n/a
|
19,250
|
n/a
|
n/a
|
14,349
|
12,734
|
190,602
|
|
(1)
The
amounts
in
this
column
reflect
the
value
of
restricted
stock
awards
made
on
October
1,
2008,
October
1,
2007
and
October
2,
2006,
respectively.
Under
the
Restricted
Stock
Plan,
however,
these
awards
generally
do
not
vest
to
the
participants
until
the
expiration
of
five
years
from
the
date
of
such
award.
During
such
fiveyear
period,
the
participants
have
contingent
ownership
of
such
shares,
including
the
right
to
vote
the
same
and
to
receive
dividends
thereon.
(2)
The
Company
does
not
have
any
nonqualified deferred compensation plans or related earnings.
(3)
The
detail
of
“All
Other
Compensation”
recognized
for
the
benefit
of
the
Named
Executive
Officers
is
set
forth
on
Schedule
A,
as
supplemental
information
to
the
Summary
Compensation
Table.
|
SCHEDULE
- A
|
|||||||||
|
Dividends
on
Restricted
Stock
|
Personal
Automobile
Use
|
(4)
Group
Term
Life
Insurance
Premiums
|
Board
Fees
|
(4)
401(K)
–
Employer
Match
|
Club
Dues
|
Spouse
Travel
|
Total
-
All
Other
Compensation
|
||
|
Name
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
Dennis
W. Doll
|
2008
|
3,263
|
3,070
|
2,408
|
4,800
|
8,050
|
-
|
1,548
|
23,139
|
|
2007
|
1,633
|
3,070
|
792
|
4,800
|
7,700
|
-
|
618
|
18,613
|
|
|
2006
|
464
|
3,070
|
859
|
4,800
|
7,700
|
-
|
738
|
17,631
|
|
|
A.
Bruce O'Connor
|
2008
2007
|
5,275
4,859
|
2,683
2,683
|
1,335
437
|
-
-
|
7,161
6,829
|
-
-
|
893
577
|
17,347
15,385
|
|
2006
|
4,536
|
2,683
|
418
|
-
|
6,317
|
1,000
|
966
|
15,920
|
|
|
Ronald
F. Williams
|
2008
2007
|
4,095
4,090
|
3,289
3,289
|
2,322
1,185
|
-
-
|
6,716
6,524
|
-
-
|
989
-
|
17,411
15,088
|
|
2006
|
4,004
|
3,289
|
1,140
|
-
|
6,051
|
-
|
-
|
14,484
|
|
|
Richard
M. Risoldi
|
2008
2007
|
3,888
3,233
|
4,589
4,589
|
1,096
546
|
-
-
|
6,012
5,781
|
-
-
|
160
384
|
15,745
14,533
|
|
2006
|
2,601
|
4,589
|
513
|
-
|
5,075
|
-
|
-
|
12,778
|
|
|
Kenneth
J. Quinn
|
2008
2007
|
3,037
2,274
|
4,934
4,934
|
2,834
900
|
-
-
|
5,467
5,237
|
-
-
|
1,063
-
|
17,335
13,345
|
|
2006
|
1,560
|
4,863
|
856
|
-
|
4,830
|
-
|
625
|
12,734
|
|
(4)
The
benefits
available
to
the
Named
Executive
Officers
under
these
programs
are
also
available
to
all
other
employees
of
the
Company.
|
GRANTS
OF PLAN-BASED AWARDS – 2008
|
||||||||||
|
Estimated
Future Payouts
Under
Non-equity
Incentive
Plan Awards
|
Estimated
Future Payouts
Equity
Incentive
Plan
Awards
|
All
Other
Stock
|
All
Other
Option
|
|
||||||
|
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
(#)
|
Awards: Numberof
Shares
or
Units
(#)
|
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise or
BasePrice
of
Option
Awards
($/Sh)
|
|
Dennis
W. Doll
|
10/1/2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
2,506
|
n/a
|
n/a
|
|
A.
Bruce O'Connor
|
10/1/2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
1,554
|
n/a
|
n/a
|
|
Ronald
F. Williams
|
10/1/2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
978
|
n/a
|
n/a
|
|
Richard
M. Risoldi
|
10/1/2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
1,245
|
n/a
|
n/a
|
|
Kenneth
J. Quinn
|
10/1/2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
1,178
|
n/a
|
n/a
|
|
OUTSTANDING
EQUITY AWARDS – 2008
|
|||||||||
|
Option
Awards
|
Stock
Awards
|
||||||||
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(#)
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(#)
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Earned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or Payout
Value
of Unearned
Shares,
Units or
Other
Rights That
Have
Not Vested
($)
|
|
Dennis
W. Doll
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
6,517
|
112,288
|
n/a
|
n/a
|
|
A.
Bruce O'Connor
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
7,070
|
121,816
|
n/a
|
n/a
|
|
Ronald
F. Williams
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
5,227
|
90,061
|
n/a
|
n/a
|
|
Richard
M. Risoldi
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
5,665
|
97,608,
|
n/a
|
n/a
|
|
Kenneth
J. Quinn
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
4,871
|
83,927
|
n/a
|
n/a
|
|
OPTION
EXERCISES AND STOCK VESTED – 2008
|
||||
|
Name
|
Option
Awards
|
Stock
Awards
|
||
|
Number
of
Shares
Acquired
on
Exercise
(#)
|
Value
Realized
on
Exercise
($)
|
Number
of
Shares
Acquired
on
Vesting
(#)
|
Value
Realized
on
Vesting
($)
|
|
|
Dennis
W. Doll
|
n/a
|
n/a
|
-
|
-
|
|
A.
Bruce O’Connor
|
n/a
|
n/a
|
1,600
|
27,680
|
|
Ronald
F. Williams
|
n/a
|
n/a
|
1,333
|
23,061
|
|
Richard
M. Risoldi
|
n/a
|
n/a
|
800
|
13,840
|
|
Kenneth
J. Quinn
|
n/a
|
n/a
|
333
|
5,761
|
|
PENSION
BENEFITS – 2008
|
||||
|
Name
|
Plan
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal Year
($)
|
|
Dennis
W. Doll
|
MWC
Pension Plan
|
4
|
34,764
|
0
|
|
A.
Bruce O'Connor
|
MWC
Pension Plan
|
19
|
174,278
|
0
|
|
Ronald
F. Williams
|
MWC
Pension Plan
|
14
|
248,333
|
0
|
|
Richard
M. Risoldi
|
MWC
Pension Plan
|
19
|
143,367
|
0
|
|
Kenneth
J. Quinn
|
MWC
Pension Plan
|
7
|
97,703
|
0
|
All
employees,
hired
before
April
1,
2007,
including
the
Executive
Officers,
who
receive
pay
for a
minimum
of
1,000
hours
during
the
year,
are
included
in
the
Company’s
Qualified
Defined
Benefit
Pension
Plan
(Qualified
Plan).
*Under
the
noncontributory
Qualified
Plan,
current
service
costs
are
funded
annually
as
allowed
under
Internal
Revenue
Service
guidelines.
The
Company’s
annual
contribution
is
determined
on
an
actuarial
basis.
Benefits
are
measured
from
the
member’s
entry
date
and
accrue
to
normal
retirement
date
or
date
of
early
retirement.
Benefits
are
calculated,
at
normal
retirement,
at
1.25%
of
pay
up
to
the
employee’s
Social
Security
benefit
integration
level,
plus
1.9%
of
such
excess
pay,
multiplied
by
anticipated
total
year
of
service
to
normal
retirement
date,
capped
at 35
years
of
such
excess
pay,
multiplied
by
years
of
service
achieved
and
not
to exceed
number
of
years
of
service
achieved
at
normal
retirement
date
of
age
65. Average
pay
is
the
highest
annual
average
of
total
pay
during
any 5
consecutive
years
within
the
10
calendar year
period
prior
to
normal
retirement
date.
The
benefit
amounts
are
not
subject
to
any
deduction
for
Social
Security
benefits
or
other
offset
amounts.
Ronald
F.
Williams
and
Kenneth
J.
Quinn
are
currently
eligible
to
receive
early
retirement
benefits
under
the
Qualified
Plan
in
the
event
either
of
these
two
Named
Executive
Officers
retires.
If
either
elected
to
receive
early
retirement
benefits,
such
benefits
would
be
at a
reduced
level
as
defined
under
the
Qualified
Plan
for
any
eligible
employee
who
elects
early
retirement.
No
other
Named
Executive
Officer
has
reached
the
minimum age
and
service
requirements
to
receive
early
retirement
benefits
under
the
Retirement
Plan. No
lump
sum
payment
of
accumulated
retirement
benefits
is
provided
under
the
Plan.
*Employees
hired
after
March
31,
2007
are
not
eligible
to
participate
in
the
Qualified
Plan,
but
do
participate
in a
defined
contribution
plan
that
provides
an
annual
contribution
at
the
discretion
of
the
Company
based
upon a
percentage
of
the
participants’
compensation.
|
DIRECTOR
COMPENSATION – 2008
|
|||||||
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Non-
qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Annette
Catino
|
29,950
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
29,950
|
|
John
C. Cutting
|
32,600
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
32,600
|
|
John
R. Middleton, M.D.
|
28,800
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
28,800
|
|
Stephen
H. Mundy
|
6,000
(1)
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
6,000
|
|
John
P. Mulkerin
|
32,600
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
32,600
|
|
Walter
G. Reinhard
|
30,700
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
30,700
|
|
Jeffries
Shein
|
30,800
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
30,800
|
|
J.
Richard Tompkins
|
74,700
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
74,700
|
(1)
Mr. Mundy was paid a fee of $6,000 for his services in 2008 as Director Emeritus. Mr. Mundy’s services as Director Emeritus ended as of December 31, 2008 and theref ore, no further payment is due Mr. Mundy.
Note: Dennis W. Doll, who is also a director, does not appear on this table since his director compensation appears in the “All Other Compensation” column of the Summary Compensation Table.
DIRECTORS’
ANNUAL
RETAINER
AND
MEETING
FEES
For
2008,
Middlesex
Water
Company
paid
each
of
the
Board
members
who
are
not
employed
by
the
Company
(“outside
Directors”)
an
annual
retainer
of
$12,000.
As a
result
of a
study
regarding
director
compensation
conducted
by a
national
compensation
consulting
firm,
effectiv e
July
1,
2008,
the
annual
retainer
of
$12,000
was
increased
to
$15,000
per
annum,
and
the
additional
$3,000
per
outside
Director
shall
be
in
the
form
of
common
st ock
of
the
Company
under
the
Outside
Director
Stock
Compensation
Plan.
The
award
of
s uch
stock
will
take
place
in
2009.
In
addition,
the
Chairman
of
the
Board
received a Chairman’s
retainer
in
the
annual
amount
of
$50,000.
The
Board
meeting
fees
for
outside
Directors
amounted
to
$800
per
Director
for
each
Board
meeting
attended.
The
Board
meeting
fee
for
Board
members
who
are
employed
by
the
Company
(“inside
Directors”)
amounted
to
$400
per
meeting
The
Board
committee
meeting
fees
for
outside
Directors
amounted
to
$500
per
Director
for
each
Board
committee
meeting
attended
through
June
30,
2008.
Additionally,
each
Committee
Chairperson
is
paid
an
annual
fee
of
$1,000,
which
is
generally
paid
in
October
of
each
year.
In
the
event
that a
Special
Board
or a
Special
Committee
meeting
via
teleconference
were
to
be
held,
the
meeting
fees
for
outside
Directors
are
$400
and
$200
per
meeting,
respectively.
Also,
in
accordance
with
the
abovereferenced
study,
effective
July
1,
2008,
the
Board
meeting
fees
increased
from
$800
to
$900
for
outside
Directors;
Board
Committee
meeting
fees
increased
from
$500
to
$750
for
outside
Directors;
the
Audit
Committee
Chairperson
retainer
increased
from
$1,000
to
$2,500
annually;
the
Compensation
Committee
Chairperson
retainer
increased
from
$1,000
to
$2,000
annually;
all
other
Committee
Chairperson
retainers
increased
from
$1,000
to
$1,500.
The
Chairman
of
the
Board’s
retainer
remained
unchanged.
CHANGE
IN
CONTROL
AGREEMENTS
The
Company
has
Change
in
Control
Agreements
with
the
Named
Executive
Officers
and
other
Executive
Officers
of
the
Company.
These
agreements
generally
provide
that
if
the
executive
is
terminated
by
the
Company,
other
than
for
death,
disability,
retirement,
cause
(as
defined
in
the
agreement),
or
if
the
executive
resigns
for
Good
Reason
(as
defined
in
the
agreement)
within
three
(3)
years
after a
Change
In
Control
of
the
Company
as
defined
in
the
agreement,
the
executive
is
entitled
to
receive,
(a) a
lump
sum
severance
payment
equal
to
three
(3)
times
the
executive’s
average
total
compensation
for
the five
(5)
years
prior
to
the
termination;
(b)
continued
coverage
for
three
(3)
years
under
any
health
or
welfare
plan
in
which
the
executive
and
the
executive’s
depend ents
were
participating;
and
(c)
an
additional
amount
equal
to
the
amount
of
federal
Excise
Tax ,
if
any,
that
is
due
or
determined
to
be
due
resulting
from
the
severance
pay ments
or
any
other
payments
under
the
agreement.
The
benefits
under
any
health
or
wel fare
benefit
plan
could
end
earlier
than
three
(3)
years
from
the
date
of
termination and
would
end
on
the
earlier
to
occur
of
(i)
the
date
the
executive
becomes
covered
by a
new
employer’s
health
and
welfare
benefit
plan,
or
(ii)
the
date
the
executive
becomes
covered
by
Medicare.
Also,
coverage
for
the
executive’s
dependents
could
end
earlier
than
any
of
these
dates
if
required
by
the
health
or
welfare
benef it
plan
due
to
age
eligibility.
In
addition
to
the
benefits
to
be
paid
to
the
executive
as
noted
above
on
or
before
the
third
anniversary
of
the
Change
in
Control,
the
Company
shall
pay
the
executive
any
deferred
compensation,
including,
but
not
limited
to,
deferred
bonuses
allocated
or
credited
to
the
executive
as
of
the
date
of
termination.
Also,
any
outstanding
restricted
stock
grants
awarded
to
the
executive
under
the
Company’s
stock
plans,
which
are
not
vested
on
termination,
shall
immediately
vest.
A Change
in Control may also lead to the payment of benefits to the Named Executive
Officers and other Executive Officers, who are participants under the Company’s
Supplemental Executive Retirement Plan (“SERP”). Under the SERP, if an executive
leaves the Company’s employ, under the terms of a Change In Control agreement
within five years of the Change In Control under any of the following
circumstances: (a) the executive’s employment with the Company is terminated by
the Company other than for cause; (b) the nature and scope of the executive’s
duties or activities with the Company or its successor are reduced to a level
significantly below that which the executive had enjoyed immediately prior to
the Change in Control; or (c) the executive’s base salary is reduced; or (d) if
the Change in Control is preceded by the Company terminating the executive’s
employment with the Company without cause during the six month period prior to
the occurrence of the Change in Control, the executive shall be entitled to
receive an annual retirement benefit equal to 75% of the executive’s
Compensation (and in some cases, 50% of Compensation) reduced by certain other
benefits as more particularly set forth in the SERP. Such annual retirement
benefits shall commence within sixty days after the later of (a) the executive’s
Normal Retirement Date, or (b) the executive’s retirement or
termination of employment with the Company or its successor. Unless the
executive elects and receives approval of an alternative form of payment under
the SERP, the executive shall receive the annual retirement benefit each year
for fifteen years payable in monthly installments.
Notwithstanding
the
foregoing,
if
an
executive
leaves
the
Company’s
employ
under
the
terms
of a
Change
In
Control
agreement
and
within
the
time
frame
and
for
the
reasons
discussed
above,
then,
at
the
executive’s
sole
option,
the
executive
may
elect
to
receive a
reduced
benefit
equal
to
75%
of
the
executive’s
Compensation
(and
in
some
cases, 50%
of
Compensation)
reduced
by
certain
other
benefits
as
prorated
as
set
forth
in the
SERP.
Such
benefit
shall
commerce
within
sixty
days
after
the
executive
terminates
employment
with
the
Company
or
its
successor.
The
following
table
indicates
the
potential
value
the
Named
Executive
Officers
would
receive
in
connection
with
termination
by
the
Company
within
three
years
after a
Change
in
Control
of
the
Company.
All
scenarios
use
December
31,
2008,
the
last
business
day
of
the
Company’s
last
completed
fiscal
year,
as
the
date
for
the
triggering
event
set
forth
in
the
schedule.
Additionally,
the
potential
values
to
each
of
the
Named
Executive
Officers
also
include
the
present
value
of
accumulated
benefits
under
the
SERP
assuming that
each
Named
Executive
Officer
made
an
election
to
receive
such
benefits
within
si xty
days
after
the
executive
terminates
employment
with
the
Company
or
its
successor.
|
Name
|
Compensation
paid
during
calendar
year
2008
(using
definition of
“Compensation”
under
the
Agreement)
|
Termination
Before
Third
Anniversary
(1)
|
|
Dennis
W. Doll
|
$373,919
|
$1,950,797
|
|
A.
Bruce O’Connor
|
$224,645
|
$1,020,479
|
|
Ronald
F. Williams
|
$207,863
|
$1,133,242
|
|
Richard
M. Risoldi
|
$185,666
|
$
860,388
|
|
Kenneth
J. Quinn
|
$169,649
|
$
900,217
|
(1)
Compensation and
other
benefits
paid
following
termination
on
or
before
the
third
anniversary
of
the
Change
in
Control.
COMPENSATION
COMMITTEE
INTERLOCKS
AND
INSIDER
PARTICIPATION
The
members
of
the
2008
Compensation
Committee
were
Annette
Catino,
John
R.
Middleton,
M.D.,
and
Jeffries
Shein.
During
2008,
no
member
of
the
Compensation
Committee
was
an
officer
or
employee
of
the
Company
or a
subsidiary.
COMPENSATION
COMMITTEE
REPORT
The
Compensation
Committee
of
the
Board
of
Directors
administers
the
compensation
program
for
the
Named
Executive
Officers
and
the
other
executive
officers
of
the
Company
(hereinafter, collectively
referred
to
as
the
“Executive
Officers”).
The
Committee
for
the
year
2008
was
composed
of
three
independent
Directors:
Annette
Catino,
John
R.
Middleton,
M.D.,
and
Jeffries
Shein.
The
Committee
is
responsible
for
setting
and
administering
the
policies
that
govern
annual
base
compensation
and
incentive
compensation.
The
full
Board
of
Directors
approves
policies
and
recommendations
developed
by
the
Committee.
The
Compensation
Committee
annually
reviews
and
adopts
its
Charter
which
it
then
recommends
for
adoption
by
the
Board
of
Directors.
The
Board
of
Directors
has
adopted a
written
Charter
for
the
Compensation
Committee,
which
is
available
on
the
Company’s
website
at
www.middlesexwater.com.
The
Company’s
compensation
objectives
and
policies
applicable
to
the
executive
officers
seek
to
incent
the
advancement
of
three
corporate
priorities
which
are
desirable
and
necessary for
the
Company
to
achieve
its
expressed
vision
and
strategy
in
the
creation
of
lon g-term
shareholder
value.
Those
corporate
priorities
are
(1)
profitable
growth;
(2)
operational
excellence;
and
(3)
developing
the
technical
and
management
skills
of
the
Company
employees.
In
order
to
achieve
the
vision
of
the
Company,
and
execute
the
strategies
needed
to
achieve
that
vision,
the
Company’s
compensation
and
benefits
programs
are
designed
to
(a)
attract
and
retain
qualified
executives;
(b)
support
short
and
long-term
goals
and
objectives
of
the
Company;
and
(c)
appropriately
reward
individuals
for
their
contribution
to
the
Company’s
success.
These
programs
are
directly
related
to
the
creation
of
value
for
shareholders
through
progress
in
the
three
corporate
priorities
listed
above.
The
Committee
meets
with
the
Chief
Executive
Officer
to
review
his
evaluation
of
the
performance
of
the
other
executive
officers
and
meets
with
the
Chief
Executive
Officer
to
evaluate
his
performance.
The
Committee
reports
on
all
executive
evaluations
to
the
full
Board
of
Directors.
Base
salary
levels
are
reviewed
annually
and
are
benchmarked
against
other
companies,
both
utilities
and
nonutilities,
at
the
State
and
national
levels.
Independent
salary
studies
are
periodically
conducted
with
the
assistance
of
an
outside
consultant
retained
by
the
Committee.
Salaries
for
satisfactory
performance
are
targeted
at
the
median
of
the
competitive
market.
Individual
performance
of
each
executive is
given
appropriate
consideration
when
setting
salaries
against
the
competitive
market
data.
In
late
2007,
the
Compensation
Committee
retained
the
services
of a
national
executive
compensation
consulting
firm
to
conduct a
study
with
respect
to
the
executive
compensation
and
the
director
compensation
paid
by
the
Company.
The
impact
of
any
of
the
consultant’s
recommendations
that
were
adopted
in
2008
may
be
found
in
the
Summary
Compensation
Table –
2008
herein,
while
the
impact
on
director
compensation
may
be
found
in
the
section
entitled
“Directors’
Annual
Retainer
and
Meeting
Fees.”
The
factors
and
criteria
upon
which
the
Chief
Executive
Officer’s
compensation
is
based
generally
include
those
discussed
with
respect
to
the
other
executive
officers.
In
addition, the
Compensation
Committee
examines
the
effectiveness
with
which
the
CEO
is
managing
the
performance
of
the
executive
team.
Among
the
criteria
to
be
used
for
evaluation
are the
following:
(a) Financial –
to
review
the
establishment
and
achievement
of
appropriate
short
and
longterm
financial
objectives
for
the
Company.
(b)
Operational –
to
determine
that
appropriate
policies,
procedures,
processes
and
programs
have
been
established
and
implemented
so
the
Company
is
compliant
under
relevant
regulatory
policies
and
that
opportunities
and
vulnerabilities
are
appropriately
managed;
to
ensure
the
development
of
effective
recruitment,
training,
retention
and
succession
plans;
to
ensure
the
Company
is
both
developing
and
executing
initiatives
on a
timely
basis;
to
promote
efficiency
and
continuous
improvement
so
results
are
tied
to
the
strategic plan
and
budget
that
are
focused
on
increased
shareholder
value,
the
quality
of
service
delivery
and
employee
satisfaction;
and
(c)
Leadership –
to
ensure
the
CEO
is
leading the
Company
and
setting
strategies
and
philosophies
that
are
well
understood,
widely
supported,
consistently
applied
and
effectively
implemented
and
which
include
setting
standards
for
strong
safety
and
ethical
compliance.
The
Compensation
Committee
has
reviewed
and
discussed
the
Compensation
Discussion
and
Analysis with
management
of
the
Company.
Based
on
the
review
and
discussions,
the
Compensation
Committ ee
has
recommended
to
the
Board
of
Directors
that
the
Compensation
Discussion
and
Analysis be
included
in
the
Company’s
Proxy
and
incorporated
by
reference
into
the
Company’s
annual
report
on
Form
10-K.
|
Year
2009 Compensation Committee
|
|
|
Jeffries Shein,
Chairman
|
|
|
Annette Catino
|
|
|
John R.
Middleton, M.D.
|
AUDIT COMMITTEE
REPORT
The Audit Committee of the Board of Directors is composed of four independent directors, one of whom is designated by the Board as the “Audit Committee Financial Expert,” as defined by the Securities and Exchange Commission. The Committee for the year 2008 was composed of: Annette Catino, John C. Cutting, John R. Middleton, M.D. and John P. Mulkerin. The Audit Committee operates under a written Charter adopted by the Board of Directors and is reviewed and adopted annually by the Committee and the Board of Directors. The Charter is available on the Company’s website at
www.middlesexwater.com.
Management is responsible for the Company’s financial statements and internal controls. The
Company’s
independent
accountants,
Beard
Miller
Company,
LLP,
are
responsible
for
performing
an
independent
audit
of
the
Company’s
annual
consolidated
financial
statements
in
accordance
with
the
standards
of the Public Company Accounting Oversight Board (United States) and for issuing a report thereon. The
Committee’s
responsibility is to oversee the quality and integrity of the Company’s accounting, auditing and financial reporting practices.
In this context, the Committee has met and held discussions with management and the independent accountants. Management represented to the Committee that the Company’s consolidated fi nancial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated audited financial statements with management and the independent accountants. The Committee discussed with the independent accountants the matters required to be disc ussed by Statement on Auditing Standards No. 61, as amended
(Communication with Audit Committees), which includes, among other things:
|
|
·
|
Changes in
significant
accounting
policies;
|
|
|
·
|
The process used by
management in
formulating
accounting
estimates and the basis for the
auditors’
conclusions
regarding the
reasonableness of these
estimates;
|
|
|
·
|
Disagreements, if any, with
management over the
application of
accounting
principles;
|
|
|
·
|
Audit
adjustments; and
|
|
|
·
|
Disclosures in the
financial
statements.
|
The independent accountants also provided to the Committee the written disclosures required by Independence Standards Board Standard No. 1
(Independence
Discussions
with
Audit
Committees),
and
the
Committee
discussed
with
the
independent
accountants
the
firm’s
independence
with
respect
to
Middlesex
Water
Company
and
its
management.
The
Committee
has
the
sole
authority
to
preapprove permitted nonaudit Company services performed by the independent accountants and has considered whether the independent accountants’ provision of nonaudit services to the Company is compatible with maintaining their independence.
Based on the Committee’s discussions with management and the independent accountants, the
Committee’s
review
of
the
audited
financial
statements,
the
representations of management regarding the audited financial statements and the report of the independent accountants to the Committee, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10K for the fiscal year ended December 31, 2008, for filing with the Securities and Exchange Commission.
The Committee also discussed with management the process used for the establishment and maintenance of disclosure controls and procedures in quarterly and annual reports which is required by the Securities and Exchange Commission (SEC) and the
SarbanesOxley Act of 2002 for certain of the Company’s filings with the SEC.
The Committee met privately with the independent auditors who have unrestricted access to the Audit Committee.
|
Year
2009
Audit
Committee
|
|
|
John P.
Mulkerin,
Chairman
|
|
|
Annette Catino
|
|
|
John C. Cutting
|
|
|
John R.
Middleton, M.D
|
Beard Miller Company LLP has been approved and appointed by the Audit Committee as the Company’s independent registered accounting firm. Aggregate fees billed to the Company for
the
years
ending
December
31,
2008
and
2007
by
Beard
Miller
Company
LLP are as follows:
|
Year
Ended December 31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Audit
Fees (a)
|
$ | 330,200 | $ | 306,715 | ||||
|
Audit-Related
Fees
|
— | — | ||||||
|
Total
audit and audit-related fees
|
$ | 330,200 | $ | 306,715 | ||||
|
Tax
Fees (b)
|
$ | 14,350 | $ | 13,650 | ||||
|
All
Other Fees
|
— | — | ||||||
|
Total
Fees
|
$ | 344,550 | $ | 320,365 | ||||
(a)
In
2008
and
2007,
audit
fees
were
incurred
for
audits
of
the
financial
statements
and internal
control
over
financial
reporting
of
the
Company,
an
audit
of
the
financial
statements
of a
subsidiary
of
the
Company,
and
reviews
of
the
financial
statements
included
in
the
Company’s
quarterly
reports
on
Form
10Q.
Also
in
2008,
the
audit
fees
include
$4,025
for
services
rendered
in
connection
with
the
issuance
of a
Consent
on
Form
S8.
(b) Includes
2008
and
2007
fees
for
the
preparation
of
tax
returns
of
$14,350
and
$13,650,
respectively.
The
Company
paid
Withum
Smith +
Brown
LLP
$21,600
and
$21,352
in
fees
during
2008
and
2007,
respectively,
for
the
audits
of
the
Company’s
employee
benefit
plans.
The
Audit
Committee
has
established
preapproval
policies
and
procedures
for
all
audit
and
nonaudit
services
to
be
performed
by
Beard
Miller
Company
LLP.
The
Audit
Committee
approves
100%
of
the
services
related
to
AuditRelated
Fees,
Tax
Fees
and
All
Other
Fees
in
excess
of
$5,000.
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
ATTENDANCE
AT
ANNUAL
MEETING
Representatives
of
Beard
Miller
Company
LLP
will
be
present
at
the
meeting
and
will
be
afforded
an
opportunity
to
make a
statement,
if
they
so
desire,
and
to
respond
to
appropriate
questions.
Shareholders
are entitled to submit proposals on matters appropriate for shareholder action
consistent with regulations of the Securities and Exchange Commission. Should a
shareholder intend to present a proposal at the annual meeting to be held in the
year 2010, you must submit your proposal to the Secretary of the Company at 1500
Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452, not later than
December 11, 2009, in order to be considered for inclusion in the Company’s
proxy statement and form of proxy relating to the 2010 Annual
Meeting.
OTHER
MATTERS
The
management of the Company does not intend to bring any other matters before the
meeting and has no reason to believe any will be presented to the meeting. If,
however, other matters properly do come before the meeting, it is the intention
of the persons named in the accompanying proxy to vote in accordance with their
judgment in such matters.
MINUTES OF 2008 MEETING OF STOCKHOLDERS
The
minutes of the 2008 meeting of Shareholders will be submitted at the meeting for
the correction of any errors or omissions but not for the approval of the
matters referred to therein.
|
By
Order of the Board of Directors
|
|
| |
|
|
KENNETH
J. QUINN
|
|
|
Vice
President, General
Counsel,
|
|
|
Secretary
and Treasurer
|
Iselin,
New Jersey
April 8,
2009
The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and files an Annual Report on Form 10-K with the Securities and Exchange Commission. Additional copies of the 2008 Annual Report on Form 10-K filed by the Company, including the financial statements and schedules, but without exhibits, can be mailed without charge to any shareholders. The exhibits are obtainable from the Company upon payment of the reasonable cost of copying such exhibits. The 2008 Annual Report on Form 10-K can also be found on the Company website at
www.middlesexwater.com. Shareholders can request this information by phone at
732-634-1500, ext. 1216, e-mail
kquinn@middlesexwater.com or by mail to Kenneth J. Quinn, Vice President, General Counsel, Secretary and Treasurer, Middlesex Water Company, 1500 Ronson Road, P.O. Box 1500, Iselin, New Jersey 08830-0452.
1500
Ronson
Road
Iselin,
New
Jersey
08830-0452
732-634-1500
www.middlesexwater.com
DIRECTIONS
TO
MIDDLESEX
WATER
COMPANY
FROM
GARDEN STATE PARKWAY (NORTH OR SOUTH): Take Exit 131A to fourth traffic light.
Turn right onto Middlesex-Essex Turnpike and proceed (about 1/2 mile) to third
traffic light (Gill Lane). Turn right and go (about 1 mile) under railroad
underpass and make right onto Ronson Road. Proceed past three large mirror-sided
office buildings on the right. At the sign, make a right into Middlesex Water
Company.
FROM NEW
JERSEY TURNPIKE (NORTH OR SOUTH): Take Exit 11 onto the Garden State Parkway
North and follow above directions.
FROM US
ROUTE NO. 1 (NORTH OR SOUTH): Proceed to the Woodbridge Center area and follow
signs to Gill Lane. When on Gill Lane, make left turn onto Ronson Road and
follow above directions.
1500 Ronson Road
Iselin, New Jersey
08830-0452
732-634-1500
www.middlesexwater.com
|
1500
RONSON ROAD
ISELIN,
NJ 08830
|
VOTE
BY INTERNET -www.proxyvote.com
Use
the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before
the cut-off date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC
DELIVERY OF FUTURE PROXY MATERIALS
If
you would like to reduce the costs incurred by Middlesex Water Company in
mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or
the Internet. To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when prompted, indicate
that you agree to receive or access proxy materials electronically in
future years.
VOTE
BY PHONE - 1-800-690-6903
Use
any touch-tone telephone to transmit your voting instructions up
until
11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call and then follow the
instructions.
VOTE
BY MAIL
Mark,
sign and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Middlesex Water Company, c/o Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
|
TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
MDLSX1
|
KEEP
THIS PORTION FOR YOUR RECORDS
|
|
|
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH
AND RETURN THIS PORTION
ONLY
|
|
MIDDLESEX
WATER COMPANY
|
For
|
Withhold
|
For
All
|
||||||
|
All
|
All
|
Except
|
To
withhold authority to vote for any individual nominee(s), mark “For All
Except” and write the number(s) of the nominee(s) on the line
below.
|
||||||
|
The
Board of Directors recommends a vote"FOR" Item 1.
Vote
on Directors
|
o
|
o
|
o
|
||||||
|
1.
|
ELECTION
OF DIRECTIONS
|
||||||||
|
Nominees
for Class I Directors term expiring in 2012 are:
|
|||||||||
|
01)John
C. Cutting
02)John
P. Mulkerin
03)Dennis
W. Doll
|
|||||||||
|
2.
|
In
their discretion, upon such other matters that may properly come before
the meeting or any adjournment or adjournments thereof.
|
||||||||
|
The
shares represented by this proxy, when properly executed, will be voted in
the manner directed herein by the undersigned Stockholder(s). If no direction is made, this
proxy will be voted FOR item 1. If any other matters properly come
before themeeting, or if cumulative voting is required, the person named
in this proxy will vote in their discretion.
Please
sign your name exactly as it appears hereon. When signing as attorney,
executor, administrator, trustee or guardian, pleaseadd your title as
such. When signing as joint tenants, all parties in the joint tenancy must
sign. If a signer is a corporation, please sign in full corporate name by
duly authorized officer.
|
|||||||||
|
For
address changes and/or comments, please check this box and write them on
the back where indicated.
|
o
|
||||||||
|
Please
indicate if you plan to attend this meeting.
|
o
|
o
|
|||||||
|
Yes
|
No
|
||||||||
|
Signature
[PLEASE SIGN WITHIN BOX]
|
Date
|
Signature
(Joint Owners)
|
Date
|
||||||
Important
Notice Regarding the Availability of Proxy Materials for the Annual
Meeting:
The
Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
|
MDLSX2
|
|
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL
MEETING OF SHAREHOLDERS
MAY
20, 2009
The
shareholder(s) hereby appoint(s) John R. Middleton, M.D., and J. Richard
Tompkins, or either of them, as proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse side of this ballot, all of the shares of Common
Stock of Middlesex Water Company that the shareholder(s) is/are entitled
to vote at the Annual Meeting of Shareholders to be held at 11:00 a.m.,
Eastern Time on May 20, 2009, at Middlesex Water Company, 1500 Ronson
Road, Iselin, NJ 08830, and any adjournment or postponement
thereof.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER(S). IF NO SUCH DIRECTIONSARE MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THEBOARD
OF DIRECTORS.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE
|
|||
|
Address
Changes/Comments:
|
|||
|
(If
you noted any Address Changes/Comments above, please mark corresponding
box on the reverse side.)
|
|||
|
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
|
|||
|
MIDDLESEX
WATER COMPANY
|
Shareholder
Meeting to be held on May 20, 2009
|
|
|
**
IMPORTANT NOTICE **
|
Proxy
Materials Available
|
|
|
Regarding
the Availability of Proxy Materials
|
· Notice
and Proxy Statement
|
|
|
You
are receiving this communication because you hold shares in the above
company, and the materials you should review before you cast your vote are
now available.
|
· Annual
Report
|
|
|
This
communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. We encourage you to
access and review all of the important information contained in the proxy
materials before voting.
|
||
|
PROXY
MATERIALS – VIEW OR RECEIVE
|
||
|
1500
RONSON ROAD
ISELIN, NJ 08830 |
You
can choose to view the materials online or receive a paper or e-mail copy.
There is NO charge for requesting a copy. Requests, instructions and other
inquiries will NOT be forwarded to your investment advisor.
To
facilitate timely delivery please make the request as instructed below on
or before May 6, 2009
|
|
|
HOW
TO VIEW MATERIALS VIA THE INTERNET
|
||
|
Have
the 12 Digit Control Number available and visit:
www.proxyvote.com
|
||
|
HOW
TO REQUEST A COPY OF MATERIALS
|
||
|
|
1)
BY INTERNET -www.proxyvote.com
2)
BY TELEPHONE -1-800-579-1639
3)
BY E-MAIL*- sendmaterial@proxyvote.com
*If
requesting materials by e-mail, please send a blank e-mail with the 12
Digit Control Number (located on the following page) in the subject
line.
|
|
|
See
the Reverse Side for Meeting Information and Instructions on How to
Vote
|
||
|
Meeting
Information
|
How
To Vote
|
|||
|
Meeting
Type:
|
Annual
|
Vote
In Person
|
||
|
Meeting
Date:
Meeting
Time:
For
holders as of:
|
May
20, 2009
11:00
A.M., EDT
March
16, 2009
|
 |
Many
shareholder meetings have attendance requirements including, but not
limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the Meeting, you will need to
request a ballot to vote these shares.
|
|
|
Meeting
Location:
|
||||
|
Middlesex
Water Company Headquarters
1500
Ronson Road
Iselin,
NJ 08830
|
||||
|
Meeting
Directions:
|
Vote
By Internet
|
|||
|
For
Meeting Directions, Please Call:
732-638-7549
|
 |
To
vote now
by Internet, go to WWW.PROXYVOTE.COM.
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. EasternTime the day before the
cut-off date or meeting date. Haveyour notice in hand when you access the
web site and followthe instructions.
|
||
|
Voting
items
|
||
The
Board of Directors recommends a vote "FOR" Item 1.
|
1.
|
ELECTION
OF DIRECTORS
|
Nominees
for Class I Directors term
expiring
in 2012 are:
01) John
C. Cutting
02) John
P. Mulkerin
03)
Dennis W. Doll
|
2.
|
In
their discretion, upon such other matters that may properly come before
the meeting or any adjournment or adjournments
thereof.
|