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): October 27, 2022
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
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New Jersey
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001-08359
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22-2376465
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1415 Wyckoff Road
Wall, New Jersey
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07719
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(Address of Principal Executive Offices)
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(Zip Code)
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(732) 938-1480
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock - $2.50 par value
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NJR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Announcement of the Election of Michael O’Sullivan to the NJR Board
On October 27, 2022, the board of directors (the “Board”) of NJR increased the size of the Board from eleven to twelve directors and unanimously
elected Michael O’Sullivan as a director, effective as of October 27, 2022. Mr. O’Sullivan will stand for re-election as a director at NJR’s Annual Meeting of Shareowners to be held on January 25, 2023 (the “2023 Annual Meeting”).
In connection with his election to the Board, Mr. O’Sullivan will receive cash and equity compensation consistent with the Company’s Non-Employee
Director Compensation Plan, as amended. Other than this standard compensation arrangement, there are no arrangements or understandings between Mr. O’Sullivan and any other person pursuant to which he was elected as a director. Mr. O’Sullivan is not
party to a transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
In addition, Mr. David A. Trice, age 74, who has been a director since 2004 and whose term expires at the 2023 Annual Meeting has announced that he
will not stand for re-election to the Board and will therefore retire from the Board effective at the 2023 Annual Meeting. Further, Mr. Robert B. Evans, age 74, who has been a director since 2009, has announced that he will retire from the Board
effective at the 2023 Annual Meeting.
The Board has determined to decrease the size of the Board from twelve to ten directors effective at the 2023 Annual Meeting.
NJR issued a press release announcing the election of Mr. O’Sullivan to the Board (the “Press Release”). A copy of the Press Release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Press Release dated October 31, 2022.
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104
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Cover page in Inline XBRL format.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NEW JERSEY RESOURCES CORPORATION
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Date: October 31, 2022
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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