--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-136870" form_type: "8-K" ticker: "CPK" cik: "0000019745" company_name: "CHESAPEAKE UTILITIES CORP" filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T18:08:42.804407+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Chesapeake Utilities appoints CEO Householder as Board Chair, Bresnan as Lead Director ## Summary - President & CEO Jeffry M. Householder named Chair of the Board, effective May 3, 2023. - Thomas J. Bresnan, independent director since 2001, appointed Independent Lead Director. - Retiring directors: John R. Schimkaitis (Chair since 2015), Calvert A. Morgan Jr., Dianna F. Morgan. - Dennis S. Hudson III named Chair of Corporate Governance; Lisa G. Bisaccia named Chair of Compensation. - Stockholders approved all proposals including Say-on-Pay (1-year frequency) and 2023 incentive plan. ## SEC filing metadata - accession: 0001193125-23-136870 - form_type: 8-K - ticker: CPK - cik: 0000019745 - company_name: CHESAPEAKE UTILITIES CORP - filed_at: 2023-05-05T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/d268183d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-136870 - JSON: https://secwatch.observer/filing/0001193125-23-136870.json - Plain text: https://secwatch.observer/filing/0001193125-23-136870.txt ## Key facts - Shareholder Votes CHESAPEAKE UTILITIES CORP shareholders approved Election of four director nominees (one Class II and three Class III) at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: The separate tabulation of votes for each nominee is as follows: (i) Thomas J. Bresnan -13,308,221 votes for, 762,881 votes withheld; (ii) Ronald G. Forsythe, Jr. - 13,797,845 votes for, 273,257 votes withheld; (iii) Stephanie N. Gary - 13,925,763 votes for, 145,339 votes withheld; and (iv) Sheree M. Petrone - 13,937,736 votes for, 133,366 votes withheld. There were 1,816,519 broker non-votes for each nominee. There were no abstentions for any nominee. evidence_url: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm - Shareholder Votes CHESAPEAKE UTILITIES CORP shareholders approved Approval of the 2023 Stock and Incentive Compensation Plan at the 2023-05-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 2 : The stockholders voted to approve the Company’s 2023 Stock and Incentive Compensation Plan. The stockholders approved the 2023 Stock and Incentive Compensation Plan. There were 13,493,788 affirmative votes, 510,330 negative votes, 66,984 abstentions and 1,816,519 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm - Shareholder Votes CHESAPEAKE UTILITIES CORP shareholders approved Advisory vote to approve executive compensation (Say-on-Pay) at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 3 : The stockholders voted to approve, on an advisory non-binding basis, the compensation of our named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “Say-on-Pay Proposal”). The stockholders approved, on an advisory non-binding basis, the Say-on-Pay Proposal. There were 13,462,565 affirmative votes, 532,753 negative votes, 75,784 abstentions and 1,816,519 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm - Shareholder Votes CHESAPEAKE UTILITIES CORP shareholders approved Advisory vote on frequency of Say-on-Pay votes at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 4 : The stockholders voted, on an advisory non-binding basis, on the frequency that stockholder advisory votes, to approve the compensation of our named executive officers, will be taken (the “Say-on-Frequency Proposal”). The stockholders voted, on an advisory non-binding basis, for a 1 year interval for the Say-on-Frequency Proposal. There were 13,375,202 votes for a 1 year frequency, 83,000 votes for a 2 year frequency, and 547,151 votes for a 3 year frequency. There were 65,749 abstentions and 1,816,519 broker non-votes. evidence_url: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm - Shareholder Votes CHESAPEAKE UTILITIES CORP shareholders approved Ratification of appointment of Baker Tilly US, LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: Proposal 5 : The stockholders voted to ratify, on the advisory non-binding proposal, the appointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly in this capacity. There were 15,744,784 affirmative votes, 108,712 negative votes and 34,125 abstentions. There were no broker non-votes for this matter. evidence_url: https://www.sec.gov/Archives/edgar/data/19745/000119312523136870/0001193125-23-136870-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.