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): July 20, 2009 (July 14, 2009)
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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| New Jersey
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001-8359
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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) |
Registrant’s telephone number, including area code: (732) 938-1480
(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:
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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)) |
Item 5.02 Election of Directors.
On July 14, 2009, the Board of Directors (the “Board”) of New Jersey Resources Corporation
(the “Company”) increased the size of the Board to twelve directors and elected Mr. Robert B. Evans
as a director of the Company effective September 15, 2009. The Board also appointed him to serve
on the Board’s Financial Policy Committee. Mr. Evans will also serve on the Boards of Directors of
two of the Company’s subsidiaries, NJR Energy Services Company and NJR Energy Investments
Corporation.
In accordance with the Company’s Non-Employee Director Compensation policy, which is
summarized on Exhibit 10.16 to the Company’s Current Report on Form 8-K dated November 13, 2008,
Mr. Evans will receive a pro-rated number of shares of the Company’s Common Stock as
his annual retainer upon joining the Board.
The Company’s press release announcing the election of Mr. Evans is filed herewith as Exhibit
99.1 and is incorporated by reference herein.
Item 5.03 Amendment to Bylaws.
On
July 14, 2009, the Board, upon the recommendation of the
Board’s Nominating and Corporate
Governance Committee, approved amendments to the Company’s Bylaws. The amendments include
modification of (i) the advance notice provisions (Article I, Section 1), which require
stockholders who wish to conduct business or nominate directors at the annual meeting or a special
meeting to provide advance notice to the Company, to include enhanced documentary and other
disclosure requirements, including the class and number of shares owned (beneficially and of
record) by the stockholder; a description of any agreements the stockholder has with affiliates or
third parties concerning the stockholder proposal or director nomination; a description of any
derivative or short positions, profit interests, options, hedging transactions, and borrowed or
loaned shares the stockholder has with respect to the Company’s common stock; a representation that
the stockholder is entitled to vote at the meeting and intends to attend the meeting to present the
proposal or director nomination; and whether the stockholder intends to conduct a proxy
solicitation and (ii) the provisions relating to the conduct of stockholders’ meetings, including
determination of compliance with the advance notice requirements (Article III, Section 1).
The amendments also added a requirement (Article I, Section 1) for each director and nominee
for election as a director to deliver to the Company’s Secretary a written questionnaire with
respect to the director’s or nominee’s background and qualification and a representation and
agreement (the “Director Agreement”). The Director Agreement requires directors and nominees to
disclose certain types of voting commitments and compensation arrangements and a representation
that the director or nominee, if elected, would be in compliance with all of the Company’s
applicable corporate governance, conflict of interest, confidentiality, securities ownership and
trading policies and guidelines, and also provides for the immediate resignation of a director if
such person is found by a court of competent jurisdiction to have
breached the Director Agreement in any
material respect.
In
addition to the changes described above, the amended Bylaws include non-substantive
changes to make the provisions gender neutral.
The
preceding is qualified in its entirety by reference to the Company’s amended Bylaws,
which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.