UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): May 15, 2009 (May 13,
2009)
Commission
File Number 0-8084
Connecticut
Water Service, Inc.
(Exact
name of registrant as specified in its charter)
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Connecticut
(State
or other jurisdiction of
incorporation
or organization)
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06-0739839
(I.R.S.
Employer Identification No.)
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93
West Main Street, Clinton, CT
(Address
of principal executive office)
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06413
(Zip
Code)
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(860)
669-8636
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, address and former fiscal year, if changed since last report)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other
Events
2008 Annual Meeting of
Shareholders
On
May 13, 2009, the Company held its 2009 Annual Meeting of Shareholders
at Water’s Edge, Westbrook Connecticut. At the Annual Meeting, the
Company’s shareholders elected a slate of three directors and ratified the Audit
Committee’s selection of PricewaterhouseCoopers LLP as independent auditors for
2009.
The
President/CEO and the Vice President/CFO’s presentation at the Annual Meeting of
Shareholders will be available for viewing for 30 days at the Company’s web
site: www.ctwater.com on
the “Annual Report & Annual Meeting” page of the Investor Information
section. The presentation is also filed herewith as Exhibit 99.1 and
is hereby incorporated herein by reference.
The
following three directors were reelected to the nine member board: Lisa J.
Thibdaue, Vice President - Regulatory and Government Affairs for Northeast
Utilities, Carol P. Wallace, Chairman, President and Chief Executive Officer of
Cooper-Atkins Corporation, and Donald B. Wilbur, retired Plant Manager of
Unilever HPC, USA. Each of these directors will serve a term of office of three
years.
Declaration of
Dividends
At its
Organizational Meeting, The Board of Directors declared a quarterly cash
dividend of $ 0.2225 per common share payable on June 15, 2009 for
shareholders of record as of June 1, 2009. In addition, the Board also
declared a quarterly cash dividend of $0.20 per share on Preferred A shares (not
publicly traded) payable on July 15, 2009 for shareholders of record as of
July 1, 2009, and a quarterly cash dividend of $0.225 on Preferred 90
(OTCBB: CTWSP) shares payable on August 3, 2009 for shareholders of record as of
July 20, 2009.
Award of Restricted Shares
to Non-Employee Directors
The
Compensation Committee of the Board of Directors of the Company approved the
award of restricted shares of the Company’s Common Stock to each of the
Company’s non-employee directors under the Company’s 2004 Performance Stock
Program (the “Program”). These awards are consistent with a similar set of
awards made on May 8, 2007 and May 15, 2008, pursuant to director
compensation policies established by the Board in 2007.
The
restricted share awards in 2007 and 2008 were each equal to $5,000 divided by
the fair market value on the date prior to the date of grant. The value of the
restricted share awards was increased in 2009 as recommended by an independent
compensation consultant retained by the Compensation Committee earlier this year
to review compensation policies and practices at the Company’s principal
competitors and comparable companies to ensure that compensation paid to the
Company’s non-employee directors was reasonable and appropriate.
In 2009,
the number of shares of Common Stock comprising each restricted share award
shall, in each case, be equal to $10,000 divided by the fair market value (as
calculated under the Program) of a share of Common Stock on May 12, 2009,
the day prior to date of grant, and rounded up to the nearest whole share. The
awards are not subject to the attainment of performance conditions and will vest
in full as of May 13, 2010, the first anniversary of the date of grant.
Each award will be evidenced by a written award agreement between the Company
and the non-employee director. A copy of the form of restricted share award
agreement for non-employee directors was filed as Exhibit 10.1 to
the Company’s Form 8-K dated May 10, 2007.
News
Release
On
May 14, 2009, the Company issued a press release describing the voting
results of shareholders at the annual meeting, the ratification by shareholders
of the appointment of PricewaterhouseCoopers LLP as the Company’s independent
auditors for the year ending December 31, 2009 and the declaration of
dividends by the Board of Directors. A copy of the Company’s press release dated
May 14, 2009 is filed herewith as Exhibit 99.2 and
is hereby incorporated herein by reference.
Item
9.01 Financial Statements and
Exhibits:
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(c)
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Exhibits
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10.1
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Form
of Restricted Share Award Agreement for non-employee Directors under the
Company’s 2004 Performance Stock Program (Exhibit 10.1 to Form 8-K
filed on May 10, 2007).
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99.1*
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President/CEO
and the Vice President/CFO’s presentation at the Annual Meeting of
Shareholders, May 13, 2009.
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99.2*
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Company news
release dated May 14, 2009.
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* = filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
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Connecticut
Water Service, Inc.
(Registrant)
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Date: May
15, 2009
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By: /s/ David C.
Benoit
David
C. Benoit
Vice
President – Finance and
Chief
Financial Officer
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