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EX-99.1 - EXHIBIT 99.1 - SJW GROUPexhibit991-1qtr2017.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2017
 
 
SJW Group
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-8966
 
77-0066628
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
  
 
 
110 W. Taylor Street, San Jose, California
 
95110
(Address of principal executive offices)
 
(Zip Code)
(408) 279-7800
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, 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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02:
Results of Operations and Financial Condition.

On April 26, 2017, SJW Group (the “Corporation”) announced its financial results for the quarter ended March 31, 2017. A copy of the press release announcing the financial results is attached hereto as Exhibit 99.1 and incorporated into this Form 8-K by reference.

Item 5.07:
Submission of Matters to a Vote of Security Holders.

At the Corporation's 2017 annual meeting of stockholders held on April 26, 2017, the following proposals were approved by the stockholders: (i) the election of nine nominees listed in the proxy statement to serve on the Board of Directors of the Corporation, (ii) the compensation of the named executive officers as disclosed in the proxy statement, on an advisory basis, (iii) the frequency of “every one year” to hold stockholder vote to approve the compensation of the named executive officers, on an advisory basis, and (iv) the ratification of the appointment of KPMG LLP as the independent registered public accounting firm for 2017, each by the votes set forth below:

Proposal 1: Election of Directors:
 
Name of Director
For
Against
Abstain
Broker Non-Votes
Katharine Armstrong
15,665,534
261,475
22,151
3,143,462
Walter J. Bishop
15,491,058
435,147
22,955
3,143,462
Douglas R. King
15,758,502
165,578
25,080
3,143,462
Gregory P. Landis
15,725,285
189,928
33,947
3,143,462
Debra C. Man
15,419,014
503,560
26,586
3,143,462
Daniel B. More
15,666,747
253,868
28,545
3,143,462
George E. Moss
15,020,078
905,322
23,760
3,143,462
W. Richard Roth
15,719,718
199,227
30,215
3,143,462
Robert A. Van Valer
15,772,920
153,293
22,947
3,143,462

Proposal 2: Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement:
 
For
Against
Abstain
Broker Non-Votes
15,387,874
473,956
87,330
3,143,462

Proposal 3: Approval, on an advisory basis, as to whether the advisory stockholder vote to approve the compensation of the named executive officers should occur every year, once every two years or once every three years:
 
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
13,678,269
59,479
2,170,747
40,665
3,143,462

In light of the stockholder vote on Proposal 3, the Corporation will include an advisory stockholder vote on the compensation of the named executive officers in its proxy materials once every year until the next required vote on the frequency of stockholder votes on the compensation of named executive officers.






Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm:
 
For
Against
Abstain
Broker Non-Votes
18,972,250
53,495
66,877
0

Item 9.01:
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
Number
Description of Document
 
 
99.1
Press Release issued by SJW Group, dated April 26, 2017 announcing the 2017 First Quarter Financial Results.



SIGNATURES

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 thereunto duly authorized.

SJW GROUP


Date: April 26, 2017
/s/ James P. Lynch
 
James P. Lynch, Chief Financial Officer and Treasurer

Exhibit
Number
Description of Document
 
 
99.1
Press Release issued by SJW Group, dated April 26, 2017 announcing the 2017 First Quarter Financial Results.