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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): November 16, 2022

 

CALIFORNIA WATER SERVICE GROUP

(Exact name of Registrant as Specified in its Charter) 

 

Delaware
(State or other jurisdiction
of incorporation)
  1-13883
(Commission file number)
  77-0448994
(I.R.S. Employer
Identification Number)

 

1720 North First Street
San Jose, California
(Address of principal executive offices)
  95112
(Zip Code)

 

(408) 367-8200

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Shares, par value $0.01   CWT   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 6, 2022, California Water Service Group (the “Company”) issued a press release (a copy of which is attached hereto as Exhibit 99.1) announcing that Thomas A. Scanlon, age 59, will serve as the Company’s next Controller and Principal Accounting Officer effective January 1, 2023. Mr. Scanlon, who has been the Company’s Director of Financial Reporting since he first joined the Company in 2010, will succeed David B. Healey, Vice President, Controller and Principal Accounting Officer, who notified the Company on June 22, 2022 of his intention to retire at the end of the year. In connection with this appointment, Mr. Scanlon will become an officer of the Company and therefore be eligible to participate in the Company’s executive compensation program, including the Company’s short-term and long-term incentive programs, Executive Severance Plan and Supplemental Executive Retirement Plan, as described in the “Compensation Discussion and Analysis” section of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 13, 2022. In addition, the Company also intends to enter into its standard form of indemnification agreement with Mr. Scanlon.

 

Item 9.01. Financial Statements and Exhibits.

 

We hereby furnish the following exhibits, which shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, with this report:

 

Exhibit No.   Description
99.1   Press Release issued December 6, 2022
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CALIFORNIA WATER SERVICE GROUP
     
Date: December 6, 2022 By: /s/ Martin A. Kropelnicki
  Name: Martin A. Kropelnicki
  Title: President & Chief Executive Officer