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Beitrags-Navigation Page 1 Page 2 Next page. Bresnan has extensive executive management experience. He gained experience in various sales skills and marketing techniques in his role as head of Schneider Sales Management.
Bresnan gained in-depth knowledge of the technology industry during his tenure as Chief Executive Officer of New Horizons Worldwide, Inc.
He also gained experience in consummating acquisitions and facilitating the post-acquisition integration process. Bresnan served as a manager with a former public accounting firm and Chief Financial Officer at Capitol American Finance.
His experience in these roles has been a valuable asset both on the Board and as the Chair of the Audit Committee. He serves as a director of Calvin B.
Moore previously served in numerous business and community capacities in the State of Maryland, including: Moore is well-established in the Maryland legal community and has been instrumental in guiding the Company on Maryland legislative and regulatory matters, as well as corporate governance practices.
As a director of Calvin B. He also has significant market knowledge regarding the Eastern Shore of Maryland, including the local political environment.
Morgan has extensive experience serving as a board member of both private and public companies. Schimkaitis was appointed Vice Chair of the Board in March Schimkaitis served as President of the Company from until Schimkaitis has forty years of experience in the utilities industry, twenty-five years of which were spent in key management roles within the Company.
Throughout his tenure, Mr. The Board approved the Plan, which was effective January 1, We are submitting the Plan for stockholder approval at the meeting so that payments made to our executive officers and other key employees under the Plan may qualify as performance-based compensation that is fully deductible for federal income tax purposes.
If the Plan is not approved by our stockholders, the Plan will continue to be utilized. This summary of the material features of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached as Appendix A.
The purposes of the Plan are: The Plan was effective as of January 1, and remains in effect until terminated by the Board of Directors or the Compensation Committee in accordance with the terms of the Plan.
The Compensation Committee will periodically determine, in its sole discretion, the individuals that will participate in the Plan and the amounts and other terms and conditions of awards to be granted under the Plan.
All questions of interpretation and administration with respect to the Plan and awards granted will be determined by the Compensation Committee in its sole and absolute discretion.
In addition, the Compensation Committee will have complete authority to adopt, amend, rescind and enforce rules and regulations pertaining to the administration of the Plan; to correct administrative errors; to make all other determinations necessary or advisable for its administration; to designate officers of the Company to execute on behalf of the Company all agreements and documents approved by the Compensation Committee under the Plan; except to the extent prohibited by applicable law, to delegate to one or more individuals the day-to-day administration of the Plan; and to employ persons to render advice with respect to any of its responsibilities under the Plan.
Any of our named executive officers or other key employees designated by the Compensation Committee, or otherwise meeting the criteria set forth by the Compensation Committee, are eligible to participate in the Plan.
Currently, we expect that approximately twenty of our employees are eligible to participate in the Plan for the performance period. The performance criteria may vary for different performance periods and do not need to be the same for each participant eligible for an award during a particular performance period.
Once established, the performance criteria cannot be changed during the performance period. For each performance period, the Compensation Committee may grant to eligible employees participating in the Plan, a Target Bonus Award as that term is defined in the Plan which is contingent on the achievement of established performance criteria during the performance period, or with respect to employees not qualifying as covered employees, the occurrence of another specified event as determined by the Compensation Committee in accordance with the terms of the Plan.
Performance criteria and Target Bonus Awards must be established prior to the beginning of each performance period or as soon as practicable thereafter.
After the end of each performance period, the Compensation Committee will certify in writing the extent to which the performance criteria have been achieved.
With respect to participants who are not covered employees, the Compensation Committee will determine the final amount payable for a performance period based on the performance criteria and other business objectives.
The Plan will cover each of our fiscal years beginning with All awards under the Plan will be paid in cash, in one lump sum, subject to applicable tax and other authorized withholdings, on the last business day occurring on or before the 15 th day of the third month after the end of each performance period, which will generally be on or before March 15 th.
The Plan generally requires that a participant be actively employed at the end of an applicable performance period to receive payment for that particular performance period.
The Compensation Committee may, in its sole discretion, modify, amend, suspend or terminate the Plan from time to time; provided, however, that no such modification, amendment, suspension or termination may, without the consent of a participant, materially reduce the right of a participant to a payment or distribution pursuant to the Plan to which such participant has already become entitled.
An amendment will be subject to the approval of our stockholders only if such approval is required by applicable law.
Upon a change in control, the Compensation Committee, except in limited circumstances, cannot directly or indirectly modify, amend, suspend, terminate or discontinue the Plan, establish or modify rules, regulations or procedures under the Plan, interpret the Plan or make a determination under the Plan, or exercise its authority or discretion under any provision of the Plan.
All cash payments made under the Plan are taxable to the participant when received. Generally, the Company will be entitled to a corresponding deduction.
While we intend that payments made under the Plan to be fully deductible when paid, there are certain requirements that must be met in order to qualify for the performance-based exception pursuant to Section m of the Internal Revenue Code, and there is no guarantee that amounts will in fact be deductible.
The following table sets forth the Target Bonus Award opportunities for the performance period: During the years ended December 31, and , and during the interim period from the end of the most recently completed fiscal year through October 1, , the date of resignation, there were no a disagreements, as described under Item a 1 iv of Regulation S-K, with ParenteBeard on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of ParenteBeard would have caused it to make reference to such disagreement in its reports, or b reportable events, as described under Item a 1 v of Regulation S-K.
The Audit Committee previously established criteria and procedures used to evaluate the quality of the audit services.
In , each member of the Audit Committee, as well as members of management and the Director of Internal Audit completed an evaluation of the quality of the audit services rendered in The questions were specifically developed for the individual given his or her relationship with the external audit firm.
The Audit Committee takes additional measures to ensure the audit team is independent and has the experience that creates an audit of the highest quality.
These measures include, but are not limited to: On October 1, , as a result of the merger, ParenteBeard ceased conducting business and resigned as the external audit firm of the Company.
While this vote is not binding, in the event that stockholders fail to ratify the appointment of Baker Tilly, the Audit Committee will reconsider this appointment.
Even if the appointment is ratified, the Audit Committee, in its discretion may direct the appointment of a different external audit firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
A representative from Baker Tilly will be present at the Annual Meeting and available to respond to appropriate questions. A formal statement will not be made.
We discussed with Baker Tilly the overall scope and plan for their audit and approved the terms of their engagement letter.
Effective October 1, , the audit firm of ParenteBeard merged with Baker Tilly in a transaction pursuant to which ParenteBeard combined its operations with Baker Tilly.
These fees were for services rendered in conjunction with the audits of the financial statements included in our Annual Report on Form K; the reviews of the financial statements included in our Quarterly Reports on Form Q; the audits of certain of our subsidiaries or operations typically performed for statutory and regulatory filings or engagements; the audits of internal control over financial reporting as required by Section of the Sarbanes-Oxley Act of ; and the issuance of their consents associated with our registration statements that were filed with the SEC during those two years.
During and , Baker Tilly and ParenteBeard performed annual audits on our benefit plans for the plan years ended December 31, and , respectively.
During , Baker Tilly assisted us with the due diligence process relating to our transaction with Gatherco, Inc. Additionally, ParenteBeard performed other attest services not required by statute or regulation in The Company did not engage Baker Tilly or ParenteBeard to provide any tax services or any services other than those described above.
The Audit Committee may also pre-approve tax services provided by the external audit firm, if any. Under the Policy, the Audit Committee may pre-approve specific services in advance or may pre-approve one or more categories of audit and non-audit services.
The Audit Committee may establish ceilings on the level of fees and costs of generally pre-approved services that may be performed. At least annually, the external audit firm is required to report to the Audit Committee on the specific services provided and the amounts that have been paid to the external audit firm.
The Chief Financial Officer is required to report to the Audit Committee on the specific services provided and the amounts paid by the Company.
In and , the Audit Committee approved percent of all audit and non-audit services provided to the Company by Baker Tilly and ParenteBeard, respectively.
The Board reflects a broad range of leadership, professional skills and experience; corporate governance and board service; experience in the markets in which we conduct business; economic and financial expertise; industry experience; public affairs experience; academia experience; and entrepreneurism which complements the Board as a whole.
A majority of our Board currently serves or has served as chief executive officers of public and non-profit organizations. Collectively, the Board has a strong background and experience in the utility and energy industry.
The Board, management and employees have been committed to continued earnings growth and increased shareholder value.
Directors have a mix of skills and attributes that complement the Board as a whole. The independent directors bring expertise and a diversity of perspectives to the Board.
The culture of the Board enables directors to openly express their opinions in the boardroom and engage in open dialogue.
Members of the Board are independent if it is determined that the director has no material relationship with the Company except in his or her capacity as a director.
In accordance with the Independence Guidelines, on March 4, , the Board conducted its annual review of director independence. During this review, the Board examined all direct and indirect transactions or relationships between the Company or any of its subsidiaries and each director and any immediate family member of the director and determined that no material relationships with the Company existed during On the basis of this review, the Board determined that twelve members of our Board or 92 percent are independent.
Each of the following directors qualifies as an independent director as defined by the NYSE listing standards and in accordance with the standards set forth in the Independence Guidelines: Bayard, Richard Bernstein, Thomas J.
Morgan, and John R. At its meeting on May 6, , the Board elected Ralph J. Adkins to serve as our non-executive, independent Chair.
Adkins has served as our Chair since and has performed the responsibilities prescribed to him by the Board and those detailed in the Corporate Governance Guidelines, including establishing the agenda for and leading Board meetings, and facilitating communications among Board members and communications between the Board and the Chief Executive Officer outside of Board meetings.
Adkins has more than 50 years of experience in the utility industry, including 42 years as an employee of the Company as well as more than 10 years of service as the non-employee Chair of the Board.
This utility experience has given him explicit knowledge about the Company and its businesses which has been advantageous in leading the Board in the performance of its duties.
At its meeting on May 6, , the Board appointed John R. Schimkaitis to serve as our non-executive, independent Vice Chair of the Board.
He has served as our Vice Chair since In this role, Mr. Schimkaitis assists the Chair of the Board and performs other duties as prescribed to him by the Board.
The Corporate Governance Committee regularly engages in discussion on Board composition and succession planning as further discussed on page The Board may, at a future date, combine the Chair and Chief Executive Officer roles if the Board determines that such a leadership structure would be appropriate.
We recognize that it is neither possible nor prudent to eliminate all risk. In fact, purposeful and appropriate risk taking is essential for the Company to continue to grow and execute its strategic plan.
During the risk identification process, risk heat maps are developed. During the risk management process, appropriate actions are identified to manage the specific risk, and processes are established to continually monitor identified risks.
Senior management is involved in the decision-making process, is aware of the known risks and is intimately involved in the monitoring and mitigation of the identified risks.
Board members remain informed on industry trends, Company-wide strategic initiatives, key financial barometers and other matters relevant to the Company and its businesses.
This provides the Board members with a comprehensive understanding of our initiatives, and allows the Board to effectively consider and evaluate the various risks associated with the Company, its businesses and its strategic initiatives.
Formal risk identification, evaluation and monitoring steps are completed by the Company and reviewed with the Audit Committee, prior to finalizing the risk assessment and risk heat maps.
The Compensation Committee focuses on our compensation program and ensures the program appropriately incentivizes short-term and long-term financial and operational performance, without encouraging unnecessary risk.
The Compensation Committee also considers risks related to organizational development, executive recruitment, retention and succession planning.
In addition, management-level implementation committees have been established to assist in identifying, assessing and managing risks, including a Global Risk Management Committee.
Also in , the Company engaged an independent third-party to conduct a more formalized cybersecurity and physical security program assessment across our technology environments and key facilities.
Overall, the Company maintains both top down and bottom up approaches in regards to risk identification, awareness, management and monitoring.
Each of the Committees is comprised solely of independent directors. Each Committee member attended percent of the applicable Committee meetings.
The Committee also reviewed emerging trends, including revenue recognition and convergents to the international accounting standards, as well as several complex accounting judgments and assessed their impact on the Company.
Bresnan Audit Committee Chair. Bresnan, Chair Thomas P. Biographical information on each Committee member can be reviewed beginning on page 5 of this Proxy Statement.
None of the members of the Audit Committee currently serve on audit committees of other public companies. Summary of Committee Responsibilities: Summary of Significant Activities in Richard Bernstein Compensation Committee Chair.
Richard Bernstein, Chair Joseph E. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any consultant or other advisor it retains.
The Committee may, in its sole discretion, engage a consultant or other advisor to assist in the evaluation of executive and director compensation.
In , the Committee retained Frederic W. Forsythe to serve as a director on the Board. The Corporate Governance Committee has also continued to assess corporate governance trends and their impact on the Company while ensuring the appropriate governance framework is in place under which the Company operates.
Corporate Governance Committee Chair. The Corporate Governance Committee, with the consent of the Board, may retain consultants or other advisors to assist it in fulfilling its responsibilities.
In , the Committee received information from legal counsel and other consultants on certain matters, including emerging trends and regulatory and legislative developments and their impact on the Company.
The Committee also reviewed internally prepared information on governance trends and best practices. The Corporate Governance Committee identifies potential director nominees through contacts in the business, civic and legal communities and a variety of other sources.
The Committee may retain a search firm or utilize third-party database search tools to identify director nominees. The Corporate Governance Committee will consider all candidates recommended by stockholders who comply with these provisions and satisfy the Director Eligibility Guidelines.
The Corporate Governance Committee will consider several factors prior to nominating a candidate. Generally, the Committee will consider the existing size and composition of the Board, evaluate biographical information and other background material, and interview each candidate selected.
In addition to the personal characteristics and core competencies provided in our Director Eligibility Guidelines described below, the Corporate Governance Committee reviews other criteria such as: The Corporate Governance Committee regularly engages in discussion on Board composition and succession planning.
The Committee reviews director attributes, skills and experience represented on the Board and identifies additional qualifications that may be desired on the Board.
In , the Corporate Governance Committee engaged in a comprehensive director nomination process prior to recommending that the Board appoint a new director.
The Committee considered a number of candidates submitted by directors, members of management, third-party search firms and others.
The Committee also considered the existence of any potential conflicts of interest and the independence of the candidate. The Committee worked closely with the Chair of the Board and the Chief Executive Officer to narrow the director candidate list, conduct interviews of potential candidates and complete the due diligence process on selected candidates.
Beyond his strong relationships across the Delmarva Peninsula in which the Company operates, Dr. Forsythe brings expertise in many different areas, including strategic and tactical planning, information technology, engineering, renewable energy, healthcare, community engagement and economic development, all of which are beneficial as the Company continues to execute its strategic plan.
The Board and its Committees proactively monitor legislative and regulatory initiatives, market trends, as well as other corporate governance trends and their potential impact on the Company.
Each director has access to publications and other resources that cover these matters. In previous years, professionals in the financial community presented on various aspects of the utility industry, including the current macro economic outlook, market trends, utility industry fundamentals, downstream utility focus, current valuations, investor perception, industry framework, and current industry topics.
Experts in the areas of corporate governance, proxy advisory services and investor relations have also spoken to the Board on regulatory actions, governance trends and various other corporate governance topics.
The Board has also received corporate governance updates from a Chancellor from the Delaware Court of Chancery, a Chief Justice of the Delaware Supreme Court, and established members of the academic, governance, investor relations, legal and financial communities who are experienced in the utilities industry and the broader market.
Directors participated in continuing education sessions to remain informed on recent trends applicable to their Committee duties.
Certain directors also participate in continuing legal education. Newly elected directors participate in a comprehensive director orientation program that covers, among other things, our strategy, business structure, financial performance, and competitive landscape.
As part of this program, directors are invited to participate in a tour of selected facilities of the Company. Most of our Board meetings are held in various locations throughout our service territories.
This provides directors the opportunity to become more familiar with our operations and the communities we serve. During these visits, the Board also has the opportunity to engage with our employees in the applicable service areas.
Industry experts have also spoken to the Board on such topics as energy trends, market factors and competition, growth opportunities, key customer growth expectations, and future outlook.
The Committees actively engage with senior management and other parties when necessary to further assess the current environment or respond to governance related matters.
The Corporate Governance Committee and Audit Committee each routinely receive updates on matters applicable to their responsibilities from legal counsel and independent consultants.
The Committees also receive regulatory and legislative updates at their respective meetings. Governance Transparency and Accountability. The Board and Corporate Governance Committee annually review our corporate governance documents and practices to ensure that they provide the appropriate framework under which the Company operates.
Our corporate governance documents can be viewed on our website at http: Additional information in the Corporate Governance section of our website includes the composition of our Board and Committees and.
Under the Investors section of our website, http: Under the News section of our website, http: In this section on our website, you can also read more about the Company being selected as a top workplace in Delaware, receiving several safety achievement awards from the American Gas Association, and being honored with two awards recognizing the efforts and accomplishments of our corporate governance team.
The Board has adopted Corporate Governance Guidelines, which consist of a series of policies and principles that are adhered to when overseeing the corporate governance of the Company.
The Corporate Governance Guidelines focus on board composition and director qualifications, Board meetings, Board committees, Board access to management and advisors, Board relationship to senior management, director compensation, and annual review of Board and committee effectiveness.
In considering whether an actual conflict of interest exists, factors to be considered include, but are not limited to, the benefit to the Company and the aggregate value of the transaction.
The Board has also adopted a Code of Ethics for Financial Officers which provides a framework for honest and ethical conduct by our financial officers as they perform their financial management responsibilities.
Other senior managers with accounting and financial reporting oversight must annually confirm compliance with the Code of Ethics for Financial Officers.
A related person transaction would include, but is not limited to, any financial transaction, arrangement or relationship, any indebtedness or guarantee of indebtedness and any series of similar transactions, arrangements or relationships.
In determining whether to approve or ratify a related person transaction, the disinterested members of the Audit Committee, as part of an annual review or as required, will consider the relationship of the individual to the Company, the materiality of the transaction to the Company and the individual, and the business purpose and reasonableness of the transaction.
The Audit Committee may approve or disapprove the transaction and direct the officers of the Company to take appropriate action. The Audit Committee may also refer the matter to the full Board with a recommendation.
The Company has established procedures in order to identify material transactions and determine, based on the relevant facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction.
Director nominees, including those nominated by stockholders, are also required to complete a questionnaire in a form similar to that completed annually by directors and executive officers.
These conflicts of interest may be specific to the individual or may extend to his or her family members. Any officer who has a conflict of interest with respect to any matter is required to disclose the matter to the Chief Executive Officer, or if the Chief Executive Officer has a conflict of interest, the Chief Executive Officer would disclose the matter to the Audit Committee.
All other employees are required to disclose any conflict of interest to the Director of Internal Audit. Directors are required to disclose any conflict of interest to the Chair of the Board and to refrain from voting on any matter s in which they have a conflict.
In addition, directors, executive officers and designated employees disclose to the Company, in an annual ethics questionnaire, any current or proposed conflict of interest including related person transactions.
All employees and executive officers are encouraged to avoid relationships that have the potential for creating an actual conflict of interest or a perception of a conflict of interest.
No employee or executive officer is permitted to participate in any matter in which he or she has a conflict of interest unless authorized by an appropriate Company official and under circumstances that are designed to protect the interests of the Company and its stockholders and to avoid any appearance of impropriety.
Anti-Hedging Policy and Pledges of Securities. Directors, executive officers and employees of the Company may not engage in hedging transactions related to Chesapeake stock or pledge Chesapeake stock as collateral for a loan.
The Chief Financial Officer may grant an exception to an individual who desires to pledge Chesapeake stock as collateral for a loan excluding margin debt if such individual clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities.
The Chair of the Board, Mr. Adkins, presides over executive sessions of the non-management directors. The Corporate Governance Guidelines also provide that if the non-management directors included any director who did not qualify as independent under the NYSE Listing Standards, the independent directors would meet at least annually without the non-independent director s.
Annually, the Corporate Governance Committee reviews and establishes the criteria that is used by the Board and each standing Committee prior to conducting self-evaluations for performance during the preceding year.
The Board and its Committees conduct Self-Evaluations to, among other things, assess the qualifications, attributes, skills and experience represented on the Board and its Committees; ensure that appropriate resources are available to the Board and its Committees; and ensure the Board and its Committees are functioning effectively.
The Committee Self-Evaluation results are discussed at Committee meetings and reported to the Board at the next Board meeting.
Communications with the Board. Stockholders and other parties interested in communicating directly with the Board, a committee of the Board, any individual director, the director who presides at executive sessions of the non-management or independent directors, or the non-management or independent directors, in each case, as a group, may do so by sending a written communication to the attention of the intended recipient s in care of the Corporate Secretary at Chesapeake Utilities Corporation, Silver Lake Boulevard, Dover, Delaware All communications must be accompanied by the following information: The Corporate Secretary will forward all appropriate communications to the intended recipient s.
Communications relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee with respect to such matters.
These communications procedures have been unanimously approved by the independent directors. Communications with Stockholders and the Financial Community.
Those attending the presentation have an opportunity to ask questions and interact with the management team. Annually, we conduct road shows where current and potential investors, as.
In addition, a presentation is given to investors immediately following our Annual Meeting of Stockholders. In , all of the directors were in attendance at the Annual Meeting of Stockholders.
In December , the Board invited one of our institutional investors to meet with the Board. The institutional investor presented to the Board on their investment process, investment in the Company and its performance, and the gas industry.
Information about Chesapeake Utilities Corporation and the Chesapeake family of businesses is available at http: On September 8, , the Company effectuated a three-for-two stock split in the form of a stock dividend.
The stock split highlights the shareholder value creation over the long-term as well as the short-term. The table below provides the number of shares of our common stock beneficially owned as of March 16, by each director and director nominee, by each named executive officer named in the Summary Compensation Table, as well as the number of shares beneficially owned by all of the directors, director nominees and named executive officers as a group.
No shares of our common stock have been pledged as security by a director or named executive officer. The table also provides information for each other person known to us to beneficially own five percent or more of our common stock.
Such persons are also required by SEC regulations to furnish the Company with copies of such reports. To our knowledge, based solely on the review of such reports furnished to the Company and on the written representations made by such persons that no other reports were required, the Company believes that during the year ended December 31, all directors and executive officers filed on a timely basis the reports required by Section 16 a.
The Compensation Committee, which consists solely of independent directors, reviews director compensation annually to ensure the appropriate compensation arrangements are in place for non-employee directors.
The Committee subsequently reports its findings and any recommendations to the Board. The Board approves all director compensation arrangements.
A director who is an employee of the Company receives no additional compensation for his or her service as a director. Each non-employee director receives cash and equity compensation for his or her service on the Board as provided in the table below.
Directors may not elect to receive their cash compensation in stock. Directors are also reimbursed for business expenses incurred in connection with attending meetings and performing other Board-related services, including external director education.
The full text of the plan can be reviewed on page 55 of our proxy statement that was filed with the SEC on April 2, The Equity Incentive Plan enhances stockholder value by ensuring that directors have a proprietary interest in our growth and financial success.
The Board has the authority to determine the number and type of equity or stock awards to be granted to non-employee directors under the Equity Incentive Plan.
Each director has the right to vote the shares awarded under the Equity Incentive Plan and to receive dividends on the shares.
Each director is individually responsible for any tax obligations in connection with these shares. Deferrals made under the Non-Qualified Deferred Plan are on a pre-tax basis until their separation from service with the Company and its affiliates or another specified date.
At all times, directors have a percent vested interest in the amount of cash or stock that is deferred. Following the stock split, the Board increased the amount of shares directors are required to own from 6, shares to 9, shares, which maintains the same relative ownership requirement post stock split.
The Board extended the date for the stock ownership requirement to be met from December 31, to June 30, Directors may acquire their ownership through several means, including making purchases on the open market, making optional cash investments through our Dividend Reinvestment and Direct Stock Purchase Plan, and receiving a share award under the Equity Incentive Plan.
Deferred stock units are applied toward achieving this ownership requirement. The Analysis reviewed various pay elements, including annual cash and equity retainers, meeting fees, committee compensation and other items such as Chair compensation.
The Board approved these changes at the May Board meeting. In the future, the Board may modify director compensation as it deems appropriate.
The following table reflects compensation paid to non-employee directors for services performed during Schimkaitis, our non-executive Vice Chair of the Board, to provide consulting services as reasonably requested from time to time by the Board or a designated representative of the Board.
Schimkaitis has forty years of experience in the utility industry, twenty-five of which were spent in key management roles within the Company.
His knowledge of the utility industry and our service territories, as well as his leadership skills has been invaluable to the success of the Company.
The Agreement has terms similar to those previously approved by the Compensation Committee and entered into with Mr.
The original term of the Agreement was for a period of twelve months, which can be extended by the Company, with Mr. In , the parties elected to extend the Agreement for a one-year term.
Under the agreement, Mr. Schimkaitis may provide the Company up to consulting hours per year. He may not, at any time, exceed twenty percent of the average time he spent during his service as President and Chief Executive Officer of the Company during the thirty-six month period prior to his retirement.
For his services, Mr. Schimkaitis is not entitled to payment of any consulting fee for any month during the term of the Agreement for which no services are provided.
He is responsible for the payment of any taxes owed on compensation paid to him under the Agreement. The Compensation Committee, based on its review and discussions, has recommended to the Board the following Compensation Discussion and Analysis be included in this Proxy Statement and filed with the SEC.
We are committed to pursuing growth opportunities in a manner that generates future value for our stockholders.
In , we generated record earnings for the eighth consecutive year. Diluted Earnings Per Share. We also recently entered into a merger agreement that provides a new unregulated midstream energy opportunity that has the potential to yield higher than traditional regulated returns.
All of these efforts position our Company for continued growth in the future. In , our results translated into a Over the past five years, we have consistently generated ROEs between Chesapeake has paid a dividend to its stockholders for 54 consecutive years.
The growth in our dividend reflects the financial strength of the Company. The Company is positioned to have sustainable dividend growth and is committed to dividend growth that is supported by earnings growth.
The combination of stock price appreciation and dividends for the year produced a total return to stockholders of 27 percent.
We have achieved top quartile performance relative to our peers over all periods presented. Total Shareholder Return For the periods ending December 31, Our strong performance in is a result of our steadfast commitment to pursuing growth opportunities with discipline, determination and drive.
Our results in are a culmination of the growth efforts that we initiated several years ago. Our earnings growth, because of the significance of our regulated operations, is driven by the additional capital investments we make.
To sustain or increase our earnings growth rate, we invest in additional capital expenditures that generate equal to or greater than their respective target returns.
We continued to expend high levels of capital in , as measured by the ratio of capital expenditures to total capitalization.
These practices include, but are not limited to: Our Compensation Committee focuses on aligning total compensation with our performance and business objectives thereby increasing stockholder value.
The Compensation Committee believes that these three components of our compensation program drive performance that aligns the financial interests of the executive officers with the interests of stockholders.
For , the Compensation Committee considered the following prior to adjusting base salaries: Effective April 1, , base salaries for the corporate named executive officers increased from 3.
Each named executive officer received performance-based incentive awards that comprised approximately 50 percent or more of their total direct compensation for For , cash incentive awards for each named executive officer were based on achieving pre-established financial and non-financial targets, with the financial component representing between 55 and 80 percent of the payout opportunity.
The larger piece of incentive compensation focuses on long-term performance. The Compensation Committee established three performance components on which Messrs.
McMasters and Thompson and Mmes. Based upon these results, the percentage earned for each performance component was percent of the target.
Dividends on the equity incentive awards accrue in the form of dividend equivalents during the performance period and are paid to the respective named executive officer in proportion to the actual shares earned.
Accordingly, the named executive officers received dividends on the maximum equity award. The Shareholder Return component was identical to that applicable to the other named executive officers in terms of performance metrics and outcome.
Householder, the combined investment levels and financial results for several regulated and unregulated businesses in Florida were included.
Based upon these results, the percentage earned for the Shareholder Return and Growth in Long-Term Earnings components was percent.
Based on the financial results for several regulated and unregulated businesses in Florida, the Earnings Performance component payout was zero.
Householder received dividends on the maximum equity awards for the Shareholder Return and Growth in Long-Term Earnings components.
At the Annual Meeting, stockholders voted, on a non-binding, advisory basis, on the executive compensation of our named executive officers.
The Compensation Committee will consider advisory stockholder votes in the future when determining executive compensation.
The next Say-on-Pay advisory vote will occur at the Annual Meeting. The next advisory vote on the frequency of the Say-on-Pay advisory vote will also be at the Annual Meeting.
We refer you to our narrative and related tables in the Compensation Discussion and Analysis, Executive Compensation, and other relevant sections within this Proxy Statement for a more detailed discussion on the information provided above, as well as information on other practices utilized by the Compensation Committee, including executive stock ownership requirements, the compensation recovery policy, and executive employment agreements.
Our executive compensation program is designed to focus executive officers on both short-term and long-term financial and operational performance, without encouraging unnecessary risk.
The following provides details on the components of our executive compensation program. In March , the Compensation Committee reviewed base salaries for the Chief Executive Officer and the three other corporate named executive officers for the ensuing year.
The Compensation Committee considered the following: Effective April 1, , base salaries for the named executive officers increased from 3.
For , the Compensation Committee was authorized to grant cash incentive awards to each named executive officer under the Cash Incentive Plan approved by the Board in Generally, the target cash incentive awards for each named executive officer are set at an amount that approximates the median prevailing practices of the industry peer group and broader utility industry for comparable positions.
The actual award earned for all named executive officers can range from 0 to percent of the target cash incentive award for the non-financial component and from 0 to percent of the target cash incentive award for the financial component, depending on actual performance at the end of the performance period as compared to the performance targets.
In January , the Compensation Committee established financial and non-financial performance targets under the Cash Incentive Plan for Messrs.
McMasters, Thompson and Mmes. Each corporate named executive officer also had established individual goals that are evaluated by the Compensation Committee in connection with determining the extent to which the individual met his or her non-financial targets.
These goals are grouped into the following categories: The Compensation Committee reserves the right to consider additional performance criteria for the Chief Executive Officer related to pursuing strategic or operational opportunities.
Householder also had established individual goals that are evaluated by the Chief Executive Officer in connection with determining the extent to which he met his non-financial targets.
In March , the Compensation Committee reviewed the performance of each named executive officer and, based on that review, authorized the payment of cash incentive awards as reflected in the table below.
Our long-term incentive program is percent performance-based, featuring annual grants of shares that are awarded if pre-established targets are achieved at the end of the three-year performance period.
The equity incentive awards are designed to reward executives for improving stockholder value by achieving growth in earnings while investing in the future growth of both our regulated and unregulated businesses.
The actual award earned for all named executive officers can range from 0 to percent of the target equity incentive award, depending on.
The awards granted for the performance periods are pursuant and subject to the terms of Performance Share Agreements, including vesting periods, entered into by the Company and each of the named executive officers.
The Compensation Committee has granted equity incentive awards to Messrs. Cooper and Bittner for the January 1, through December 31, performance period.
The equity incentive award for Mr. Householder for the January 1, through December 31, performance period was established by the Chief Executive Officer in April , and is similar to those granted to each of the other named executive officers.
All future equity incentive awards granted to Mr. Householder will be at the discretion of the Compensation Committee. A summary of features pertaining to these awards is provided below.
Householder, the Shareholder Return component is identical to that applicable to the corporate named executive officers.
The table below provides information on a composite group of selected gas distribution utilities. This peer group is used to evaluate the named executive officers performance against the Shareholder Return and Growth in Long-Term Earnings performance targets in connection with determining the achievement of equity incentive awards.
In January , the Compensation Committee established equity incentive awards for Messrs. Cooper and Bittner for the performance period. The target equity incentive awards were as follows: McMasters 10, , Mr.
Thompson 5, , Ms. Cooper 4, and Ms. The features of these awards are similar to those provided above for the equity incentive awards relating to the performance period.
The Chief Executive Officer established a target equity incentive target award for Mr. Householder of 4, shares. The features of Mr.
Each named executive officer is entitled to earn the performance shares at the end of the performance period depending on the extent to which performance targets are achieved.
McMasters 9, , Mr. Thompson 6, , Ms. Cooper 6, and Ms. The Compensation Committee met in March to review the extent to which the corporate named executive officers achieved the performance targets established for the performance period as summarized in the following table.
As a result of this performance, the named executive officers received the following shares for the performance period.
The table below shows the stock vested in Cooper and Bittner for the and performance periods, respectively. The value of the equity award is reflected in the Stock Award column for in the Summary Compensation Table.
The Chief Executive Officer granted performance shares to Mr. Householder for the and performance periods. Please refer to pages 40 and 42 in this Proxy Statement for additional details on these awards.
In addition to the primary components of the executive compensation program, we offer certain other benefits to the named executive officers.
The proposed Cash Plan has been drafted to comply with Section m guidelines. The Corporate Governance Committee is responsible for the development, oversight and monitoring of executive officer stock ownership guidelines.
In November , the Board amended the ownership guidelines upon the recommendation of the Corporate Governance Committee, replacing those guidelines adopted by the Board in Named executive officers may acquire equity interests that will count toward satisfaction of the required ownership by obtaining equity incentive awards that have been awarded to the named executive officer upon completion of the performance period or through other means as specified in the ownership guidelines.
Once a named executive officer attains his or her ownership. The Compensation Committee is solely responsible for the oversight and administration of our executive compensation program.
The Committee designs, recommends to the Board for adoption as appropriate, and administers all of the policies and practices related to executive compensation.
The Committee believes that the most effective compensation program is one that is designed to ensure that total compensation is fair, reasonable and competitive.
The primary objectives in creating an effective compensation program are to: The Chief Executive Officer participates in the establishment of the compensation targets and payout levels for the other named executive officers.
He assesses the performance for all named executive officers and recommends to the Compensation Committee the overall levels of achievement and the extent to which performance targets were attained.
Upon request, named executive officers will provide supplemental material to the Compensation Committee to assist in making its determinations in regards to the overall levels of achievement.
The Chief Executive Officer is not involved in any part of the setting of any component of his compensation. The Chief Executive Officer and other members of senior management attend Compensation Committee meetings at the invitation of the Compensation Committee.
There are controls in place that discourage unnecessary risk-taking. The named executive officers simultaneously participate in the Cash Incentive Plan and the Equity Incentive Plan, which provide the Compensation Committee with the ability to utilize multiple performance criteria at any given time.
Householder was designated as a named executive officer in During , his short-term and long-term incentives and associated performance criteria were established by the Chief Executive Officer.
All future cash incentive and equity incentive award grants will be at the discretion of the Compensation Committee. Several other features of the cash incentive award process further mitigate risk-taking and exposure, including the following: The equity incentive awards compensate named executive officers for improving stockholder value by achieving growth in total shareholder return as well as growth in earnings while investing for future long-term earnings growth.
Additionally, several other features of the equity incentive award process further minimize potential risk: The Compensation Committee believes that the Cash Incentive Plan, Plan, and the Equity Incentive Plan appropriately balance risk and the desire to focus on areas considered critical to the short-term and long-term growth and success of the Company.
The Compensation Committee has adopted additional practices to ensure diligent and prudent decision-making and review processes.
The practices that are in place to manage and control risk include: In determining the individuals to be included in this table, we considered the roles and responsibilities for individuals serving at the Company and its subsidiaries, as well as total compensation reduced by the change in pension value and nonqualified deferred compensation earnings , for all officers of the Company for the year ended December 31, If the named executive officers were to achieve the maximum award for the performance period, each award would be valued as follows: The following table reflects, for each named executive officer, the range of payouts for performance under the Cash Incentive Plan, and reflects the number of equity incentive awards established by the Compensation Committee on January 7, for the performance period.
The threshold minimum amount payable for a certain level of performance , target amount payable if the targets are reached , and maximum maximum payout possible award levels are provided for each award.
These shares were outstanding at December 31, No awards have been transferred. Householder for the and performance periods as described in the Equity Incentive Award section above.
The following table shows outstanding equity awards for each named executive officer at December 31, We maintain two defined benefit pension plans that include named executive officers.
Both plans were frozen effective January 1, On that date all benefits became fully vested and no further benefit accruals have occurred.
The following table shows the present value of accumulated benefits that named executive officers are entitled to under the Pension Plan and Pension SERP: Under the Pension Plan and Pension SERP, participants are entitled to receive benefits at the normal retirement age of 65, based upon Final Average Earnings defined in Note 2 above and credited years of service described in Note 1 above.
The accrued monthly benefit for each named executive officer is determined by calculating one-twelfth of the annual amount of i plus ii , multiplied by iii: A participant may elect to receive a reduced early retirement benefit beginning at age
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Additionally, participants must select a distribution date and form of distribution at the time of the deferral election.
Distributions can be made in a single payment or in annual installments over 2 - 15 years prior to installments were allowed over 5 years or 10 years.
The named executive officers will not be entitled to receive any payments until six months after his or her date of separation, except under certain circumstances.
Payments to the participant may be accelerated in the event of death, disability, change in control, or an unforeseeable emergency. Participants will be individually responsible for any tax obligations related to deferring compensation under the Non-Qualified Deferred Plan.
Distributions of deferrals of cash compensation will be paid in cash, while distributions of deferred stock units will be paid in common stock.
All of the named executive officers participated in the Non-Qualified Deferred Plan. The following table reflects the aggregate balance of non-qualified deferred compensation for each named executive officer.
The Company entered into an employment agreement with Mr. McMasters, which became effective on January 1, On January 8, , the Company entered into an amendment to the employment agreement with Mr.
McMasters which became effective on January 1, The amendment extended the term of the employment agreement with Mr.
McMasters through December 31, and updated certain provisions to reflect Mr. The Company also entered into new employment agreements with Mr.
Cooper and Bittner, effective January 1, , for a three-year term. These new employment agreements supersede and replace the previous employment agreements and amendments.
The Company and Mr. The Compensation Committee has the option to renew each of. Under the clawback provision, all or any portion of an incentive award under the Cash Incentive Plan, Plan, and Equity Incentive Plan or any future arrangement established by the Company is subject to repayment by the named executive officer, if the award was calculated based upon the achievement of certain financial results or other performance metrics that, in either case, were subsequently found to be materially inaccurate.
If the Compensation Committee determines that the named executive officer engaged in misconduct, malfeasance or gross negligence in the performance of his or her duties that either caused or significantly contributed to the material inaccuracy in financial statements or other performance metrics, there is no time limit on this right of recovery.
In all other circumstances, the right of recovery is limited to one year after the date of payment of each award.
The right of recovery of payments automatically terminates upon a change in control except with respect to any right of recovery that has been asserted prior to such change in control.
Under the employment agreements, the named executive officers are entitled to participate in all bonus, incentive compensation and performance-based compensation plans; all profit-sharing, savings and retirement benefit plans; all insurance, medical, health and welfare plans; all vacation and other employee fringe benefit plans; and other similar policies, plans or arrangements of the Company, all on a basis that is commensurate with his or her position and no less favorable than those generally applicable or made available to the other named executive officers.
Under the Equity Incentive Plan, each named executive officer is eligible for a target long-term equity-based incentive award as determined on an annual basis by the Board or Compensation Committee, as applicable, in its discretion and in accordance with and subject to the terms of the Equity Incentive Plan.
Under the Cash Incentive Plan each named executive officer is eligible for a target short-term cash incentive award, as determined on an annual basis by the Board or Compensation Committee, as applicable, in its discretion and in accordance with and subject to the terms of the Cash Incentive Plan and Plan.
All of the employment agreements include covenants that protect our goodwill. These covenants are effective during the time that the named executive officer is employed with us and after termination of the agreement.
These covenants relate to confidentiality of information; non-solicitation of employees; non-solicitation of third parties; non-competition; post-termination cooperation; and non-disparagement.
The non-solicitation and non-competition covenants remain effective for one year after an executive officer terminates employment with us. If the named executive officer resigns for reasons related to certain acts of the Company after a change in control, these covenants would remain effective for fifteen months after the resignation.
For the other named executive officers, payments upon termination described below are subject to compliance with these provisions and the execution and delivery and non-revocation of a release of claims against the Company and its officers, directors, employees and affiliates.
In the event that these named executive officers do not comply with the provisions or do not deliver a release of claims, then payments upon termination would cease and any unpaid amounts are forfeited.
Potential Payments Upon Termination. Potential Payments Upon a Change-in-Control. The employment agreements include provisions that are designed to help retain the named executive officers in the event of a change in control of the Company.
The Board believes that these provisions are appropriate to address the uncertainties and potential distractions resulting from any threatened or actual change in control.
In accordance with the agreements, a change in control occurs upon one of several events involving the replacement of a majority of the members of our Board, the acquisition of ownership of our stock, or the acquisition of significant assets of the Company.
Householder, the shorter of three years or the attainment of his earliest age at which compulsory retirement is permitted under the Age Discrimination in Employment Act of in cash based on the sum of the following: Each named executive officer would continue to receive health and other insurance benefits for the remainder of the term of his or her employment agreement.
If the named executive officer is terminated, all unearned equity compensation is also immediately earned at the maximum level.
In addition, each named executive officer would receive any benefits that he or she otherwise would have been entitled to receive under our k Retirement Savings Plan and Non-Qualified Deferred Plan, as of the date of termination, although these benefits are not increased.
The total severance amount payable to a named executive officer following a change in control is capped at one dollar less than the amount that would be subject to Internal Revenue Code Section G.
As a result, no excise tax would be levied nor would there be any loss of tax deductibility to the Company as a result of making the severance payment.
If the severance as computed exceeds this limitation, the amount payable will be unilaterally reduced to the amount necessary to avoid exceeding the limitations under Internal Revenue Code Section G.
Upon a change in control, each named executive officer would be entitled to receive the amounts deferred under the Non-Qualified Deferred Plan, in the form of a lump sum payment.
In addition, each employment agreement provides that benefits paid upon a separation from service will be subject to a six-month delay in the commencement of payment if required by Section A of the Internal Revenue Code.
The named executive officer will pay the full amount for benefits extended during the six-month delay period to be reimbursed by the Company with interest if this delay provision applies.
As of December 31, , there were , shares authorized for issuance under the Equity Incentive Plan. Richard Bernstein, Chair, Joseph E. Morgan serve as members of the Compensation Committee of the Board.
No member of the Compensation Committee, at any time, has been employed by the Company, or been a participant in a related person transaction with the Company.
There were no Compensation Committee interlocks or insider employee participation during A quorum must be present in order for business to be conducted at the Annual Meeting.
A quorum consists of a majority of the shares of common stock outstanding on our record date. Shares represented at the Meeting in person or by proxy will be counted in determining whether a quorum exists.
If you abstain or withhold your vote, your shares will be treated as present and entitled to vote in determining the presence of a quorum. Broker non-votes will be counted as present at the Meeting for quorum purposes, but not voted.
The following votes are required for each proposal: Broker non-votes will have no effect on the outcome.
The Company will pay all costs relating to the solicitation of proxies. Proxies may be solicited by our directors, officers and employees by personal interview, mail, telephone or e-mail.
In addition, we may engage other consultants at our expense to solicit proxies. The Notice of Annual Meeting of Stockholders, this Proxy Statement, and the enclosed proxy card are being furnished to our stockholders on or about March 31, You may revoke your proxy at any time before voting is declared closed at the Meeting by: Stockholders of record who have the same last name and address and who request paper copies of the proxy materials or Annual Report will receive only one copy of the proxy materials.
Brokers and banks that hold our stock on your behalf may provide you with one copy of the proxy materials and Annual Report if the bank or broker is aware that more than one stockholder at your address have the same last name or they reasonably believe that the stockholders are members of the same family.
If you receive a notice from your broker or bank stating that they intend to send only one copy of the proxy materials to your address, and members of your household do not object, then you will have consented to this arrangement.
Stockholders of record that received one copy of the proxy statement or Annual Report as a result of householding may request to receive separate copies of these materials by contacting the Corporate Secretary at Chesapeake Utilities Corporation, Silver Lake Boulevard, Dover, Delaware or If your shares are held through a broker or bank, you should contact the broker or bank directly to request multiple copies of the proxy statement and Annual Report.
To be considered for inclusion in our proxy statement mailed in , stockholder proposals must be received in writing at our principal executive offices on or before December 1, A stockholder wishing to bring business before stockholders at the Annual Meeting must provide written notice to the Corporate Secretary.
The notice must be received by the Company at its principal executive offices not earlier than the close of business on the th day and not later than the close of business on the 90 th day prior to the first anniversary of the Meeting.
In the event that our annual meeting is more than 30 days before or more than 60 days after such anniversary date, you should refer to our Bylaws for specific requirements.
We have provided additional information on page 24 on the submission of stockholder proposals for director nominees.
At your request, the Company will provide, without charge, a copy of our Annual Report to Shareholders which contains our Annual Report on Form K for the year ended December 31, The Annual Report provides financial information to our stockholders.
To accomplish these objectives, the Plan authorizes the grant of Awards, as further described herein. The Plan is intended, in part, to provide for performance based compensation which is not subject to the deduction limitation rules under Section m of the Code as in effect from time to time.
The Plan shall be effective as of January 1, , and shall remain in effect until terminated by the Board or the Committee in accordance with Section 8.
Any Award granted before the termination of the Plan shall continue to be governed thereafter by the terms of the Plan and its terms as in effect on the termination date.
Except where otherwise indicated, the following terms shall have the definitions set forth below for purposes of the Plan: A Participant employed by, or performing services for, a Related Company or a division of the Company shall be deemed to incur a Termination of Employment if, as a result of a disaffiliation, such Related Company or division ceases to be a Related Company or division, as the case may be, and the Participant does not immediately thereafter become an Employee of the Company or another Related Company.
Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Related Companies shall not be considered Terminations of Employment.
The Plan shall be administered by the Committee. The Committee shall periodically determine, in its sole discretion, the individuals who shall participate in the Plan and the amounts and other terms and conditions of Awards to be granted to such individuals under the Plan.
The Committee shall administer the Plan in accordance with applicable legal requirements. All questions of interpretation and administration with respect to the Plan and Awards made hereunder shall be determined by the Committee in its sole and absolute discretion.
All determinations by the Committee shall be final and conclusive upon all persons. The Committee shall act by vote or written consent of a majority of its members and its actions shall be recorded in the minutes of the Committee.
In addition to any implied powers and duties that are needed to carry out the provisions of the Plan, the Committee shall have the following specific powers and duties: The Committee shall designate, or determine the methodology and criteria for the designation of, the Employees who are eligible to receive an Award under the Plan.
In general, only key Employees who the Committee determines are in positions from which they can contribute significantly to the achievement to the long-term growth, development, and financial success of the Company or its Related Companies may be designated.
An individual who is not an Employee shall not be eligible to participate in the Plan. Only the Committee may determine the eligibility of Employees who are Covered Employees.
An Employee who becomes eligible after the beginning of a Performance Period may participate in the Plan for that Performance Period on a ratable basis.
Such situations may include, but are not limited to a new hires; or b when an Employee is promoted from a position which did not previously meet the eligibility criteria.
The Committee, in its sole discretion, retains the right to prohibit or allow participation in the initial Performance Period of eligibility for any of the aforementioned Employees.
If an Employee participates for only a portion of a Performance Period for any reason, the Performance Criteria previously established under the Plan for that Performance Period shall apply to any Employees who become eligible after the beginning of the Performance Period, but his or her Award will be prorated.
Such proration shall be based on the number of days the Employee performed services during the Performance Period while a Participant in the Plan over the total days in the Performance Period, or some similar method adopted by the Committee that results in a ratable reduction of the Award based on the partial Performance Period applicable to the Employee.
Notwithstanding anything in this Section 4. No Participant or other Employee shall at any time have a right to be selected for participation in the Plan for any Performance Period, whether or not he or she previously participated in the Plan.
Except as otherwise provided herein, the extent to which the Performance Criteria are satisfied will determine the amount, if any, of the Final Bonus that will be earned by each Participant subject to Section 5.
Once established, the Performance Criteria shall not be changed during the Performance Period. Subject to the requirements of Code Section m with respect to Covered Employees, at the time a Performance Bonus Award is made and Performance Criteria are established, the Committee is authorized to determine the manner in which the Performance Criteria will be calculated or measured to take into account certain factors over which Participants have no or limited control, including, but not limited to, cumulative effects of tax or accounting changes in accordance with U.
For each Performance Period, the Committee may grant to Employees eligible to participate in the Plan, as the Committee shall determine in its sole discretion, a Target Bonus Award which is contingent on the achievement of established Performance Criteria during the Performance Period or, with respect to Employees who are not Covered Employees, the occurrence of another specified event as determined by the Committee in accordance with the terms of the Plan.
Performance Criteria and Target Bonus Awards shall be established prior to the beginning of each Performance Period or as soon as practicable thereafter.
Criteria and Target Bonus Award are established. With respect to Participants who are not Covered Employees, the Committee will determine the Final Bonus for a Performance Period based on the Performance Criteria and other business objectives.
The Committee may adjust up or down any Final Bonus for Participants who are not Covered Employees on the basis of such further considerations as the Committee shall determine in its sole discretion.
The Final Bonus, if any, shall be prorated based upon the length of time that the Participant was employed by the Company during the Performance Period.
The Final Bonus thus determined shall be paid as soon as practicable and reasonable following the end of the Performance Period in which Termination of Employment occurs, and shall be made at the same time payments are made to Participants who did not incur a Termination of Employment during the applicable Performance Period.
Termination of Employment for Other Reasons. Except as provided in Section 5. Payment of the Final Bonus shall be made at the same time payments are made to Participants who did not have a Termination of Employment during the applicable Performance Period.
The Committee may, in its discretion, require that all or any portion of a Final Bonus is subject to an obligation of repayment to the Company upon the violation of a non-competition and confidentiality covenant applicable to the Participant.
The Committee may, in its discretion, also require repayment to the Company of all or any portion of a Final Bonus if the amount of the Final Bonus was calculated based upon the achievement of certain financial results that were subsequently the subject of a financial statement restatement, the Participant engaged in misconduct that caused or contributed to the need for the financial statement restatement, or if the amount of the Final Bonus would have been lower than the amount actually awarded to the Participant had the financial results been properly reported, and the Committee shall require repayment to the Company of any Final Bonus to the extent such repayment is required by law.
If payment is delayed due to an unforeseeable event or other administrative delays, payment shall in no event be made later than the 15 th day of the third month after the end of the taxable year of the Participant in which the Final Bonus was earned.
Other withholdings may include, but not be limited to, amounts previously elected to be deferred to a tax-qualified or non-qualified retirement or deferred compensation plan.
The Committee may also grant and pay Cash Bonus Awards at any other time as the Committee, in its discretion, determines to be appropriate in order to reward an Employee for exemplary performance results, as determined by the Committee in its sole discretion.
Any such Cash Bonus Awards are not intended to qualify as performance-based compensation within the meaning of Code Section m.
A Cash Bonus Award as determined by the Committee shall be paid in cash, in one lump sum, subject to applicable tax and other authorized withholdings, on the last business day occurring on or before the 15 th day of the third month after the end of the Performance Period for which the Cash Bonus Award was granted.
If payment is delayed due to an unforeseeable event or other administrative delays, payment shall in no event be made later than the 15 th day of the third month after the end of the taxable year of the Participant in which the Cash Bonus Awards was earned.
The Awards under the Plan shall be paid solely from the general assets of the Company. Nothing herein shall be construed to require the Company or the Board to maintain any fund or to segregate any amount for the benefit of any Participant, and no Participant or other party claiming an interest in amounts earned under the Plan shall have any right against, right to, or security or other interest in, any fund, account, or asset of the Company or any of its Related Companies from which the payment pursuant to the Plan may be made.
The Plan is intended to constitute an unfunded plan for incentive compensation. To the extent that any party acquires a right to receive a payment under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company.
All reasonable expenses of administering the Plan shall be paid by the Company. Except as otherwise provided in Section 8. Shareholder approval of any amendment will be required only as required by Applicable Law.
No new Award may be granted during any period of suspension of the Plan or after termination of the Plan. These Change in Control Provisions may be altered, amended or suspended at any time before the date on which a Change in Control occurs; provided, however, that any alteration, amendment or suspension of the Change in Control Provisions that is made before the date on which a Change in Control occurs, and at the request of a person who effectuates the Change in Control, shall be treated as though it occurred after the Change in Control and shall be subject to the restrictions and limitations imposed by the preceding provisions of the immediately preceding paragraph.
Nothing herein shall preclude the Committee from authorizing or approving other plans or forms of incentive compensation.
The Committee shall have the right to determine the extent to which any Participant shall participate in this Plan in addition to any other plan or plans of the Company in which he shall participate.
The receipt of an Award under the Plan shall not give any Employee any right to continued employment by the Company or any of its Related Companies, nor shall it limit or interfere in any way with the right of the Company or any Related Company to terminate the employment of any Participant at any time or to increase or decrease the compensation of any Participant.
There is no obligation for uniformity of treatment of Participants under this Plan or otherwise. No person shall have any claim or right to be granted an Award under this Plan and the receipt of an Award shall not give an Employee the right to receive any subsequent Award.
No right or interest of any Participant in the Plan shall be assignable or transferable, other than by will or pursuant to the laws of descent and distribution, or subject to any lien, directly, by operation of law or otherwise, including, but not limited to, by execution, levy, garnishment, attachment, pledge, or bankruptcy, and any attempt to take any such action shall be null and void.
A Participant may, at any time prior to his death, and without the consent of his Beneficiary, change his designation of Beneficiary by filing a written notice of such change with the Committee in the form and manner prescribed by the Committee.
Except as otherwise provided in paragraph b , below, any Award under the Plan shall be paid to the Participant, or to the Beneficiary of a deceased Participant.
If a payment is made under the Plan to a third party pursuant to Section 9. The Committee may make any appropriate arrangements to deduct from amounts otherwise payable to a Participant any taxes that the Committee believes to be required to be withheld by any government or governmental agency in respect of an Award.
Any headings used in this document are for convenience of reference only and may not be given any weight in interpreting any provision of the Plan.
If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted herein.
The Plan and all agreements hereunder shall be construed, administered, and regulated in accordance with the laws of the State of Delaware excluding the choice of law provisions thereof , except as to matters pre-empted or governed by federal law.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular, and the singular shall include the plural.
Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.
Proxies submitted by the Internet or telephone must be received by Follow the instructions provided by the recorded message. You are cordially invited to attend the Annual Meeting of Stockholders of Chesapeake Utilities Corporation to be held at 9: The Board of Directors looks forward to personally greeting those stockholders who are able to attend.
The formal Notice of Annual Meeting of Stockholders and the Proxy Statement appear on the enclosed pages and describe the matters that will be submitted to a vote of stockholders at the meeting.
Whether or not you plan to attend the Meeting, it is important that your shares be represented at the Meeting. Accordingly, you are requested to promptly sign, date and mail the attached proxy in the envelope provided.
Thank you for your consideration and continued support. The undersigned stockholder hereby appoints Ralph J.
Adkins and Michael P. McMasters and each one of them, with power of substitution and revocation, the proxies of the undersigned to vote all shares in the name of the undersigned on all matters set forth in the proxy statement and such other matters as may properly come before the Annual Meeting and at any adjourned meeting.
Payment of Filing Fee Check the appropriate box: Fee computed on table below per Exchange Act Rules 14a-6 i 4 and Fee paid previously with preliminary materials: Check box if any part of the fee is offset as provided by Exchange Act Rule 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.
By Internet Using Your Computer www. Eastern Time on Wednesday, May 6, Location: March 17, Voting: Boardroom Culture There is a strong percent boardroom culture with attendance at Board active participation by and Committee all Board members.
The Committee vets these potential candidates and considers appropriate factors. Topics covered during the interview include: If appropriate, the Committee nominates and recommends a candidate to the Board of Directors.
The orientation covers, among other things, our strategy, business structure, financial performance, and competitive landscape.
Each named executive officer is responsible for the payroll taxes associated with personal usage. This was the same benefit available to other employees of the Company.
The IRS limits the amount of pre-tax contributions that a participant may make to his or her qualified k Retirement Savings Plan.
We match contributions in the same manner as the qualified k Retirement Savings Plan on compensation that exceeds the applicable statutory limit.
We also make a supplemental employer contribution to the Non-Qualified Deferred Plan if such a contribution would have been made in the qualified plan, absent the compensation limit.
Adjusted W-2 Earnings are comprised of W-2 compensation, less performance-based share awards, plus salary deferrals, less fringe benefits.
The Internal Revenue Code places limits on annual benefit amounts and annual compensation that can be considered under the Pension Plan; the Pension SERP provides the executive with a benefit as if the limits did not exist.
Final Average Earnings used to compute the benefit amounts were as follows: Householder, base compensation is increased annually by the Consumer Price Index.
This increase would be no less than his current base compensation multiplied by the increase in the preceding calendar year of the Consumer Price Index, an index published by the U.
Bureau of Labor Statistics. Please do not write outside the designated areas. Electronic Voting Instructions Available 24 hours a day, 7 days a week!
Filed by the Registrant [X]. Check the appropriate box: Soliciting Material Under Rule 14a Title of each class of securities to which transaction applies: Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule set forth the amount on which the filing fee is calculated and state how it was determined: Proposed maximum aggregate value of transaction: Form, Schedule or Registration Statement No.: Notice of Annual Meeting of Stockholders.
Board of Directors and Its Committees. Ownership of Our Stock. Compensation Discussion and Analysis. Equity Compensation Plan Information. Compensation Committee Interlocks and Insider Participation.
Election of Directors Proposal 1. Corporate Governance Committee Compensation Committee. Tax and Other Fees. The Named Executive Officers: Meeting Time, Date and Location.
Proposals Requiring Your Vote. Methods Available For Voting. Director Since Independent Director Age Director Since Director Age Amendment and Termination of Plan.
Federal Income Tax Consequences. Named Executive Officer 1. Executive Officers as a Group. In accordance with the Plan, the Compensation Committee designated Messrs.
McMasters, Thompson, and Householder and Mmes. Cooper and Bittner as the only participants in the Plan for the performance period. There are no non-executive employees who currently participate in the Plan.
Appointment of External Audit Firm. Evaluation of External Audit Firm. The Board has a broad. We stay connected with.
A majority of directors. There is a strong. The Board met 8 times. Tenure on the Board. Standing Committees of the Board. Governance Trends and Director Education.
Board and Committee Self-Evaluations. Communications with the Board, Stockholders and the Financial Community. Name of Beneficial Owner. Qualified k Retirement Savings Plan.
Non-Qualified Deferred Compensation Plan 1. Total Shares Owned Beneficially 2 3. Executive Officers and Directors as a Group.
Name of Investment Advisor. Rowe Price Associates, Inc. New York, NY The Non-Qualified Deferred Plan enables non-employee directors to defer all or a portion of their meeting fees and annual retainers on a pre-tax basis.
The named executive officers can also defer base salary, cash incentive awards and equity incentive awards on a pre-tax basis under the Non-Qualified Deferred Plan.
See the description of the Non-Qualified Deferred Plan on page Unless otherwise indicated in a footnote, each beneficial owner possesses sole voting and sole investment power with respect to his or her shares shown in the table.
Voting rights are shared with spouses and other trustees in certain accounts for Ralph J. Adkins 7, , Thomas J.
Bresnan 9, shares , Beth W. Cooper 1, shares , Jeffry M. Householder shares , Paul L. Moore 16, and Calvert A.
Independent accounts are held by the spouses of Ralph J. Adkins 5, shares , Thomas P. McMasters 52 shares and John R.
In January , Mr. Schimkaitis retired as Chief Executive Officer of the Company and received a reduced early retirement payment under the Pension Plan.
Schimkaitis has deposited 18, shares in escrow to satisfy the requirement.