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): January 29, 2010 (January 27, 2010)
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| New Jersey
|
|
001-08359
|
|
22-2376465 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
1415 Wyckoff Road
Wall, New Jersey
|
|
07719 |
| |
|
|
| (Address of principal executive offices)
|
|
(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:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
The Nominating/Corporate Governance Committee (the “Committee”) of the Board of Directors (the
“Board”) of New Jersey Resources Corporation (the “Company”), with the assistance of an independent
outside compensation consultant, recently completed a review of compensation for non-employee
directors. The Committee recommended to the Board that the Company adopt an increase to the annual
retainer under the non-employee director compensation program, and the Board approved such change
at its meeting on January 27, 2010. A summary of the Company’s non-employee director compensation,
as amended, is attached hereto as Exhibit 10.16 and incorporated by reference herein. Pursuant to
the change approved by the Board, effective as of January 1, 2010, the Company will increase the
annual retainer fee to the chairperson of the Board’s Leadership Development and Compensation
Committee from $5,000 to $10,000.
Item 5.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective at the Company’s 2010 Annual Meeting of Shareholders (the “Annual Meeting”) held on
January 27, 2010, Mr. William H. Turner has retired from the Board. Mr. Turner, who had been a
member of the Board since 2000, and was lead director of the Board of Directors of NJR Energy
Services Company and NJR Energy Investments Corporation, will reach the mandatory retirement age
for directors set forth in the Company’s Corporate Governance Guidelines later this year.
Item 8.01. Other Events.
On January 27, 2010, the Company issued a press release announcing, among other things, that
the Company’s Board of Directors authorized the Company to repurchase an additional 2,000,000
shares of the Company’s common stock. The Company may conduct its purchases under the repurchase
program in the open market, in privately negotiated transactions, and through purchases made in
accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The repurchase program does
not require the Company to acquire any specific number of shares and may be terminated at any time.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| |
Exhibit 10.16 |
|
Summary of New Jersey Resources Corporation Non-Employee Director
Compensation |
| |
| |
Exhibit 99.1 |
|
Press Release Date January 27, 2010. |