SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): September 22, 2006
NEW
JERSEY RESOURCES
CORPORATION
(Exact name
of registrant as specified in its charter)
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| New Jersey |
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1-8359 |
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22-2376465 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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1415 Wyckoff Road
Wall, New Jersey |
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07719 |
| (Address of principal executive
offices) |
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(Zip Code) |
(732) 938-1480
(Registrant’s telephone
number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 22, 2006, New Jersey Resources Corporation, a New Jersey
corporation (the “Company”)
was informed by the New York Stock Exchange (“NYSE”)
that Section 303A.02(a) of the NYSE Listed Company Manual
requires that the Company’s categorical standards for director independence be published in the Company’s
annual proxy statement instead of being incorporated by reference from the Company’s web site. The Company’s
Corporate Governance Guidelines (the “Guidelines”) contain director independence
requirements which are stricter than NYSE’s director independence requirements,
and the Company believes that the disclosure in the proxy statement for its 2006 Annual Meeting of Shareholders
(the “2006 Proxy Statement”) was not materially different than that
required by the NYSE Listed Company Manual. However, after consultation with the NYSE, the Company has
determined to make the disclosure specified by the NYSE in this Current Report on Form 8-K.
The portion of the Guidelines relevant to director independence remains unchanged from that incorporated by reference in
the 2006 Proxy Statement. Each of the Company’s directors
other than Laurence M. Downes, the Company’s Chairman and
Chief Executive Officer, satisfies the Company’s Guidelines related to director independence. The director
independence standards, as set forth in the Company’s Guidelines, provide as follows:
Each member of the Board, other than the CEO, shall be independent. In order for a Board
member or candidate for election to the Board to qualify as independent, that person or their
immediate family members must have no material business or other relationships with the Company. The Board
has adopted the following categorical standards in defining material business relationships:
•
A member of the Board will have a material business relationship with the Company
if the Board member or an immediate or other family member, directly or
indirectly, receives any compensation, other than Board or committee fees, from the Company; or
•
A member of the Board is a partner in, or controlling shareholder or executive officer of,
any organization to which the Company has made, or from which the Company
has received, payments in any material amount or otherwise has a material relationship.
•
A person may not become a director if that person had a relationship
listed under either of the two paragraphs above during the past three years which
would have prevented that person from being a member of the Board at that time.
A Board member may sit on the board of
any affiliate of the Company so long as, except for being a director on each such
board of directors, the member otherwise meets the independence
requirements for each such entity, including the receipt of only ordinary-course
compensation for serving as a member of the board of directors. Each member of
the Board shall submit a letter of resignation to the Chairman of the Board when the
member changes his or her principal occupation or employment,
or leaves or retires from the business with which such occupation or employment was carried out.
The letter shall be submitted to the Board for its determination as to whether to accept such resignations.