Chesapeake Utilities shareholders approve board declassification, share increase, officer exculpation

On May 7, 2025, the Board approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”) effective as of the same date. The material amendments to the Bylaws provide for the following: (a) Amendments to Section 2.1 to clarify that annual meetings may be held by remote communications and eliminate the principal office as the default designated location for annual and special meetings; (b) Amendments to Section 2.2 to eliminate the requirement that the annual meeting must occur 12 months after the prior annual meeting and provide explicit language relating to the Board’s authorization to postpone, reschedule or cancel an annual meeting;

On May 8, 2025, Chesapeake Utilities Corporation (the “Company”) filed with the Secretary of State of Delaware an Amended and Restated Certificate of Incorporation (as amended, the “Amended and Restated Certificate”), effective as of the same date, including amendments to provide for the following: (i) declassifying the Board of Directors of the Company (the “Board”) over the next three years starting at the 2026 Annual Meeting of Stockholders and to thereafter provide for the annual election of the entire Board at the 2028 Annual Meeting of Stockholders (the “Declassification Amendment”); (ii) increasing the number of authorized shares of common stock of the Company from 50,000,000 shares to 75,000,000 shares (“Authorized Shares Amendment”); (iii) limiting the liability of certain officers of the Company in certain limited circumstances as permitted by the General Corporation Law of the State of Delaware (the “DGCL”) (the “Officer Exculpation Amendment”); and (iv) making other ministe