---
schema_version: "secwatch.filing_event.v1"
accession: "0001552781-23-000253"
form_type: "8-K"
ticker: "WTRG"
cik: "0000078128"
company_name: "Essential Utilities, Inc."
filed_at: "2023-05-03T23:59:59+00:00"
generated_at: "2026-06-16T01:58:22.102325+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Essential Utilities shareholders elect all 8 director nominees, approve say-on-pay

## Summary
- All 8 director nominees elected; highest votes: Edwina Kelly (194.9M for), lowest: Christopher H. Franklin (186.4M for).
- Say-on-pay for 2022 executive compensation approved with 187.2M for (96%) vs 7.8M against.
- Ratification of PricewaterhouseCoopers LLP as auditor for 2023 passed with 217.3M for (95% of votes cast).
- Advisory vote on frequency of say-on-pay: 1 year option received 191.5M votes (97%); board adopted 1-year frequency.
- Broker non-votes ranged from 30.0M for director elections to 30.96M for frequency proposal.

## SEC filing metadata
- accession: 0001552781-23-000253
- form_type: 8-K
- ticker: WTRG
- cik: 0000078128
- company_name: Essential Utilities, Inc.
- filed_at: 2023-05-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/0001552781-23-000253-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/e23247_wtrg-8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001552781-23-000253
- JSON: https://secwatch.observer/filing/0001552781-23-000253.json
- Plain text: https://secwatch.observer/filing/0001552781-23-000253.txt

## Key facts
- Shareholder Votes
  Essential Utilities, Inc. 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: 4. The advisory vote on whether the frequency of the advisory vote on the compensation paid to the Company’s named executive officers should be every 1, 2, or 3 years was a follows: 1 Year 2 Years 3 Years Abstain 191,484,583 842,558 3,008,541 719,442 There were 30,962,829 broker non-votes for this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/0001552781-23-000253-index.htm
- Shareholder Votes
  Essential Utilities, Inc. shareholders approved Advisory vote to approve the compensation paid to named executive officers for 2022 at the 2023-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: 2. The advisory vote to approve the compensation paid to the Company’s named executive officers for 2022 as disclosed in the Company’s Proxy Statement for the Annual Meeting was approved by the following vote of shareholders: For Against Abstain 187,215,092 7,792,837 2,006,091 There were 30,003,933 broker non-votes for this proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/0001552781-23-000253-index.htm
- Shareholder Votes
  Essential Utilities, Inc. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023 at the 2023-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: 3. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2023 fiscal year was ratified by the following vote of shareholders: For Against Abstain 217,347,952 9,086,609 583,392 There were no broker non-votes for the ratification of the independent registered public accounting firm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/0001552781-23-000253-index.htm
- Shareholder Votes
  Essential Utilities, Inc. shareholders approved Election of Directors at the 2023-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-03
  source text: 1. The following nominees were elected as directors of the Company to serve for one-year terms and until their successors are elected and qualified. The votes received are set forth adjacent to the names below: Name of Nominee For Withheld Elizabeth B. Amato 191,582,567 5,431,453 David A. Ciesinski 193,575,295 3,438,725 Christopher H. Franklin 186,443,865 10,570,155 Daniel J. Hilferty 193,553,356 3,460,664 Edwina Kelly 194,947,839 2,066,181 W. Bryan Lewis 195,037,600 1,976,420 Ellen T. Ruff 190,037,832 6,976,188 Lee C. Stewart 191,930,699 5,083,321 There were 30,003,933 broker non-votes recorded for each nominee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/78128/000155278123000253/0001552781-23-000253-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.