What changed in this filing

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Item 9A. Controls and Procedures

2024-03-18 compared with 2023-03-10 · 278 added, 267 removed, 751 unchanged (42% of the section changed)

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The Management of Artesian Resources Corporation is responsible for establishing and maintaining adequate internal control over its financial

Artesian Resources Corporation’s internal control over financial reporting is a process designed under the supervision of the Corporation’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the

Artesian Resources Corporation’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external reporting purposes in accordance with U.S.

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OTHER INFORMATION

Insider Adoption or Termination of Trading Arrangements:

During the fiscal quarter ended December 31, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading

arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Director since 1991 - Chair of the

Board since July 1993, and Chief Executive Officer of Artesian Resources Corporation and its subsidiaries since September 1992.

Board of Directors of the Company, or the Board, since July 1993, and Chief Executive Officer of Artesian Resources Corporation and its subsidiaries since September 1992.

Taylor has been employed by the Company since August 1991.

She was formerly a consultant to the Small Business

Development Center at the University of Delaware from February 1991 to August 1991 and Owner and President of Achievement Resources Inc.

joining the Company, Ms.

Taylor had extensive marketing and small business ownership experience.

She was formerly a consultant to the Small Business Development Center at the University of Delaware from February 1991 to August 1991 and Owner

and President of Achievement Resources Inc.

from 1977 to 1991.

Achievement Resources, Inc.

specialized in strategic planning, marketing,

entrepreneurial and human resources development consulting.

Taylor was a marketing director for SMI, Inc.

specialized in strategic planning, marketing, entrepreneurial and human resources development consulting.

Taylor was a marketing director for SMI,

from 1982 to 1985.

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and Nicholle R.

She serves on the Budget and Finance

She serves on the Budget and Finance Committee.

Qualifications :

Dian Taylor has over 30 years of experience as Chief Executive Officer and President of the

Company, during which the Company has continuously expanded its service area.

Company, during which the Company has continuously grown.

Taylor has extensive knowledge of the complex issues facing smaller companies and prior strategic planning expertise.

Taylor has served as President of the

National Association of Water Companies, a trade organization of the investor-owned water utility industry.

Taylor also has served on the Delaware Economic and Financial Advisory Council, on the Board of Governors of the Delaware State

Chamber of Commerce, on the Executive Committee of the Delaware Business Round Table, the American Heart Association, the Committee of 100 and the Delaware Council on Economic Education, as a Regional Advisory Board Member for Citizens Bank, a

Trustee of the Delaware Grand Opera and the Christiana Care Hospital and as a Commissioner for the Delaware River and Bay Authority.

Taylor has served as President of the National Association

of Water Companies, a trade organization of the investor-owned water utility industry.

Taylor also has served as a Commissioner for the Delaware River and Bay Authority, on the Delaware Economic and Financial Advisory Council, as a Regional

Advisory Board Member for Citizens Bank, on the Board of Governors of the Delaware State Chamber of Commerce, on the Executive Committee of the Delaware Business Round Table, American Heart Association, Committee of 100 and the Delaware Council

on Economic Education, and as a Trustee of the Delaware Grand Opera and the Christiana Care Hospital.

The Board views Ms.

Taylor’s experience with various aspects of the utility industry and her demonstrated

leadership roles in business and community activities as important qualifications, skills, and experiences for the Board of Directors’ conclusion that Ms.

Taylor’s experience with various aspects of the utility industry and her demonstrated leadership roles in business and

community activities as important qualifications, skills, and experiences for the Board’s conclusion that Ms.

Taylor should serve as a director of the Company.

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Qualifications:

Biederman’s experience as a former State Treasurer of New Jersey and the former Dean of the

Lerner College of Business and Economics at the University of Delaware gives him a substantial amount of business, economic and financial reporting knowledge.

Biederman’s experience as a former State Treasurer of New Jersey and the former Dean of the Lerner College of Business and

Economics at the University of Delaware gives him a substantial amount of business, economic and financial reporting knowledge.

Eisenbrey, Jr.

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Qualifications:

The Board of Directors has determined that Mr.

Eisenbrey’s hands-on experience as a business owner in one of our primary geographic

regions qualifies him to be a member of the Board.

The Board has determined that Mr.

Eisenbrey’s hands-on experience as a business owner in one of our primary geographic regions

qualifies him to be a member of the Board.

For more than 40 years, Mr.

Eisenbrey has been the Owner and President of a privately held contracting firm providing fire sprinkler protection installations for businesses throughout the

Delmarva Peninsula.

Eisenbrey has been the Owner and President of a privately held contracting firm providing fire sprinkler protection installations for businesses throughout the Delmarva

Eisenbrey is a past President of the Delaware Contractors Association.

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Michael Houghton, Esq.

Director appointed September 2018 – Mr.

Houghton retired as of January 1, 2022 as Partner in the law firm of Morris Nichols Arsht & Tunnell in Wilmington, Delaware and now serves as

Senior Counsel to that firm, as an independent contractor.

He was admitted to practice law in Delaware in 1982, before the U.S.

Director appointed September 2018

Houghton retired as of January 1, 2022 as Partner from the law firm of Morris Nichols Arsht & Tunnell in Wilmington, Delaware and continued as special counsel to the firm until September 30, 2023.

He was admitted to practice law in

Delaware in 1982, before the U.S.

District Court for the District of Delaware in 1983 and before the U.S.

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He served a clerkship with the Delaware Court of Chancery in 1982-1983.

Houghton’s legal expertise involves the representation of governmental entities, such as the Delaware River & Bay Authority.

He has also represented banks,

trust companies, insurance companies and public utilities in commercial transactions and before regulatory authorities and state, county, and local governments and in legislative and public policy matters before Delaware government.

Houghton has also advised numerous entities, including Fortune 500 companies, on unclaimed property issues and has represented numerous companies in connection with unclaimed property audits and voluntary disclosure matters.

He was selected

for inclusion in The Best Lawyers in America from 2009-2022.

Houghton is a member of the Board of Governors of the Delaware State Chamber of Commerce and the Boards of the Delaware Public Policy Institute, the Rockefeller Trust Company of

Delaware, and is a member of the Delaware Heritage Commission.

He is a past member of the Pete du Pont Freedom Foundation, the Board of the Delaware Bar Foundation, a Trustee of the Uniform Law Foundation, a Past President of the Delaware State

Bar Association and a Past President the National Conference of Commissioners on Uniform State Laws.

He was appointed in 2017 by Delaware Governor John Carney to serve as Chair of the Delaware Economic and Financial Advisory Council.

legal expertise involves the representation of governmental entities, such as the Delaware River & Bay Authority.

He has also represented banks, trust companies, insurance companies and public utilities in commercial transactions and

before regulatory authorities and state, county, and local governments and in legislative and public policy matters before Delaware government.

Houghton has also advised numerous entities, including Fortune 500 companies, on unclaimed

property issues and has represented numerous companies in connection with unclaimed property audits and voluntary disclosure matters.

He has been selected for inclusion in The Best Lawyers in America from 2009-2023.

Houghton is a member

of the Board of Governors of the Delaware State Chamber of Commerce and the Boards of the Delaware Public Policy Institute and the Rockefeller Trust Company of Delaware.

Houghton is also a member of the Delaware Heritage Commission.

a past member of the Pete du Pont Freedom Foundation, the Board of the Delaware Bar Foundation, a Trustee of the Uniform Law Foundation, a Past President of the Delaware State Bar Association and a Past President the National Conference of

Commissioners on Uniform State Laws.

He was appointed in 2017 by Delaware Governor John Carney to serve as Chair of the Delaware Economic and Financial Advisory Council and in 2023 to the Delaware Marijuana Appeals Commission and the Delaware

Environmental Appeals Board.

He serves on the Audit and Compensation Committees.

Qualifications:

Houghton’s legal and regulatory experience and extensive involvement in Delaware legislative and

public policy matters are attributes that provide valuable insight and benefit as the Company continues its growth in Delaware.

Houghton’s legal and regulatory experience and extensive involvement in Delaware legislative and public policy matters are

attributes that provide valuable insight and benefit as the Company continues its growth in Delaware.

The Board has determined that Mr.

Houghton’s more than 40 years of experience makes him well qualified to serve on

Director since 2007 – Senior Vice President of Artesian Resources Corporation and its subsidiaries since May 9, 2012 and President of Artesian Water Company since August 16, 2021.

Houghton’s more than 40 years of experience makes him well qualified to serve on the Board.

Director since 2007 – Senior Vice

President of Artesian Resources Corporation and its subsidiaries since May 9, 2012 and President of Artesian Water Company since August 16, 2021.

Previously served as Chief Operating Officer of Artesian Water Company from August 2019 to August

She was Vice President of Artesian Resources Corporation and its subsidiaries from May 2004 to May 2012.

Taylor has been employed by

the Company since 1991 and has held various management level and operational positions within the Company.

Taylor has been employed by the Company since 1991 and has held various management level and operational positions within the

She serves on the Budget and Finance Committee.

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Qualifications:

Nicholle Taylor has over thirty years of experience with the Company in a variety of field,

office, managerial and executive positions.

The Board of Directors has determined that the range of her experience across various company functions gives her a clear perception of how the Company operates, thus enhancing the Board’s ability to

know the Company’s current capabilities and limitations, and qualifies her to serve as a director.

Taylor serves on the Board of Directors of the National Association of Water Companies, a trade organization of the investor-owned water

utility industry.

Taylor also currently serves on the Board of Directors of the Committee of 100, which is a business organization that promotes responsible economic development in the state of Delaware.

Taylor was appointed

to the Board of Directors of the Delaware Nature Society, a non- profit organization dedicated to connecting people with the natural world to improve the environment through education, advocacy, and conservation.

Nicholle Taylor has over thirty years of experience with the Company in a variety of field, office, and managerial positions.

The Board has determined that the range of her experience across various company functions gives her a clear perception of how the Company operates, thus enhancing the Board’s ability to know the Company’s current capabilities and limitations,

and qualifies her to serve as a director.

Taylor serves on the Board of Directors of the National Association of Water Companies, a trade organization of the investor-owned water utility industry.

Taylor also currently serves on the

Board of Directors of the Committee of 100, which is a business organization that promotes responsible economic development in the state of Delaware.

Taylor was appointed to the Board of Directors of the Delaware Nature Society, a

non- profit organization dedicated to connecting people with the natural world to improve the environment through education, advocacy, and conservation.

Chief Information Officer and Senior Vice President of Artesian Resources Corporation and its subsidiaries since May 19, 2021.

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served in several information technology roles.

He received his Bachelors of Science degree in Computer Science from Delaware State University and both an MBA and Masters of Science in Information Systems & Technology Management from the

University of Delaware’s Lerner College of Business & Economics.

Anderson serves on the Boards of Easterseals of Delaware & Maryland’s Eastern Shore (Treasurer), Delaware State Chamber of Commerce,

University of Delaware’s Lerner College Alumni, Bancroft Construction Company, and by gubernatorial appointment to the Delaware Economic & Forecasting Advisory Council (DEFAC).

He received his Bachelors of Science degree in Computer Science from Delaware State University and both an Masters of Business Administration and Masters of Science in Information Systems &

Technology Management from the University of Delaware’s Lerner College of Business & Economics.

Anderson serves on the Boards of Easterseals of Delaware & Maryland’s Eastern Shore (Vice Chair), Delaware State Chamber of Commerce,

University of Delaware’s Lerner College Alumni, Bancroft Construction Company, and the Delaware Economic & Forecasting Advisory Council (DEFAC).

DiNunzio, CPA, CGMA

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DiNunzio was employed by PriceWaterhouseCoopers LLP.

He earned a B.S.

in Commerce, with concentration in accounting, from the McIntire School of Commerce at the University of

He earned a Bachelor of Science in Commerce, with concentration in accounting, from the McIntire School of Commerce at the

University of Virginia.

DiNunzio is Past Chairman of the Board of the Cecil County Chamber of Commerce and served on the Board of the Cecil Business Leaders from June

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Protection Program’s Citizens and Technical Advisory Committee, the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants, and was a member of the 2003 Delaware Legislative Drinking Water

Emerson, Esq.

General Counsel of Artesian Resources Corporation and its subsidiaries since August 2021 and Assistant Secretary of Artesian Resources Corporation

and its subsidiaries since November 2022.

Prior to joining Artesian in 2021, Ms.

Emerson practiced law at Fox Rothschild LLP.

She previously served as an emergency manager for the State of Delaware for nearly a decade and was an educator at a

multinational bank.

She earned her J.D.

from the Delaware Law School of Widener University and her B.S.

in Political Science from the University of Delaware.

Emerson has served as Vice Chair of the Environmental Section of the Delaware State Bar Association, as Vice Chair of the American Bar

Association’s Disaster Legal Services Team, and as Vice President of the University of Delaware Alumni Lawyers Society.

She is a member of the General Counsel Section of the National Association of Water Companies, the American Bar

Association, the Delaware State Bar Association, and the Committee of 100.

Senior Vice President of Finance & Corporate Treasurer of Artesian Resources Corporation & Subsidiaries since November 2020.

Prior to that,

Finch was the Assistant Treasurer and Vice President of Finance from February 2010 to October 2020.

Finch is responsible for the oversight of all aspects of accounting and tax‐related matters, corporate financing, and serves as the

principal accounting officer.

Finch was the Assistant Treasurer and Vice President of Finance.

Finch is responsible for the oversight of all aspects of accounting and tax‐related matters, corporate financing, and serves as the principal accounting officer.

Prior to joining Artesian in 2008, Ms.

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Wilmington, Delaware, where she worked for 14 years.

She also worked 4 years for a local certified public accounting firm and has more than 30 years of accounting, auditing, and tax experience.

Finch is a member of the American Institute

of Certified Public Accountants and the Delaware Society of Certified Public Accountants.

Chief Financial Officer of Artesian Resources Corporation and Subsidiaries since January 1995 and President of Artesian Wastewater Management, Inc.

She also worked four years for a local certified public accounting firm and has more than 30 years of accounting, auditing, and tax experience.

Finch is a member of the American

Institute of Certified Public Accountants and the Delaware Society of Certified Public Accountants.

Kelly, CPA, CISA

Vice President of Information Technology for Artesian Resources Corporation and Subsidiaries since November 4, 2022.

Kelly joined Artesian in

2013 as Manager of Business Applications and was promoted to the Director of Information Technology in 2016.

Prior to joining Artesian he served as a Manager for PricewaterhouseCoopers, where he progressively advanced from an Associate;

information technology audits, financial audits of publicly traded institutions, and utility meter to cash system engagements.

During his time at Artesian, Mr.

Kelly, who is responsible for all Information Technology functions, has directly led

and overseen all enhancements to the technology portfolio including;

enterprise applications, infrastructure, business process automation, analytics, and cybersecurity.

Kelly earned both a Bachelor of Science in Computer Science and Business and a Bachelor of Science in Business and Economics from Lehigh

He is a Certified Public Accountant, a Certified Information Systems Auditor, and a Chartered Global Management Accountant.

He serves on the Program Committee of the Boys & Girls Club of Delaware and is a member of the American

Institute of Certified Public Accountants.

Konstanski is a Board Certified, Professional Engineer with 19 years of experience in the water and wastewater industry.

He joined Artesian

Resources Corporation in March of 2014 as a Senior Engineer, was appointed Manager of Engineering in 2019 and was named Vice President of Engineering in October of 2022.

Konstanski is responsible for managing and overseeing the Engineering

Department’s operation and staff as well as directly managing capital projects.

His team includes engineers, project managers and subject matter experts who shepherd, analyze, and manage Artesian’s extensive water and wastewater assets

including treatment, pipeline hydraulics, system modeling, pumped networks, and regulatory matters.

During his time at Artesian, Mr.

Konstanski has managed the permitting, design and construction of multiple new water and wastewater treatment

plants as well as renovations of numerous existing facilities, overseen the development of state-of-the-art digital models for both the water and wastewater systems, led efforts to increase self-sufficiency by hundreds of millions of gallons

per year and provided input on Artesian’s purchase of multiple additional water and wastewater systems.

Chief Financial Officer of Artesian Resources Corporation and its subsidiaries since January 1995 and President of Artesian Wastewater Management,

since August 2019.

Spacht joined the Company in 1980 and has held various executive and management level positions.

Spacht has worked closely with the Public Service Commission for over 40 years on developing rates and regulations in

Spacht has worked closely with the Public Service Commission for over 40 years on developing rates and

regulations in Delaware.

He has also worked closely with the Maryland Public Service Commission developing rates and regulations as a result of filing for acquisitions.

He was selected by the National Association of Regulatory Utility Commissioners

Subcommittee on Water as an instructor for their semi-annual course on rate making.

He was selected by the National Association of Regulatory Utility

Commissioners Subcommittee on Education as an instructor for their semi-annual course on rate making.

Spacht is a member of several national and local organizations, including the National Association of Water Companies, having served on their

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the National Association of Regulatory Utility Commissioners;

the International Organization of

Management Accountants;

the International Organization of Management

and Special Olympics Delaware.

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Previously, he served as District Manager of the Layne Well and Pump Division of Hydro Group.

Vice President of Information Technology for Artesian Resources Corporation and Subsidiaries since November 4, 2022.

Kelly joined Artesian in

2013 as Manager of Business Applications and was promoted to the Director of Information Technology in 2016.

Prior to joining Artesian he served as a Manager for PricewaterhouseCoopers, where he progressively advanced from an Associate;

information technology audits, financial audits of publicly traded institutions, and utility meter to cash system engagements.

During his time at Artesian, Mr.

Kelly, who is responsible for all Information Technology functions, has directly led

and overseen all enhancements to the technology portfolio including;

enterprise applications, infrastructure, business process automation, analytics, and cybersecurity.

Kelly earned both a Bachelor of Science in Computer Science and Business and a Bachelor of Science in Business and Economics from Lehigh

He is a Certified Public Account, a Certified Information Systems Auditor, and a Chartered Global Management Accountant.

He serves on the Program Committee of the Boys & Girls Club of Delaware and is a member of the American

Institute of Certified Public Accountants.

Vice President of Engineering for Artesian Resources Corporation and Subsidiaries since November 4, 2022.

Konstanski is a Board Certified,

Professional Engineer with 18 years of experience in the water and wastewater industry.

He joined Artesian in March of 2014 as a Senior Engineer, was appointed Manager of Engineering in 2019 and was named Vice President of Engineering in

October of 2022.

Konstanski is responsible for managing and overseeing the Engineering Department’s operation and staff as well as directly managing capital projects.

His team includes engineers, project managers and subject matter experts

who shepherd, analyze, and manage Artesian’s extensive water and wastewater assets including treatment, pipeline hydraulics, system modeling, pumped networks and regulatory matters.

During his time at Artesian Mr.

Konstanski has managed the

permitting, design and construction of multiple new water and wastewater treatment plants as well as renovations of numerous existing facilities, overseen the development of state-of-the-art digital models for both the water and wastewater

systems, led efforts to increase self-sufficiency by hundreds of millions of gallons per year and provided input on Artesian’s purchase of multiple additional water and wastewater systems.

Emerson, Esq.

General Counsel of Artesian Resources Corporation and Subsidiaries since August 2021 and Assistant Secretary of Artesian Resources Corporation and

Subsidiaries since November 2022.

Prior to joining Artesian in 2021, Ms.

Emerson practiced law at Fox Rothschild LLP from September 2015 to August 2021.

She previously served as an emergency manager for the State of Delaware for nearly a

decade and was an educator at a multinational bank.

She earned her J.D.

from the Delaware Law School of Widener University and her B.S.

in Political Science from the University of Delaware.

Emerson has served as Vice Chair of the Environmental Section of the Delaware State Bar Association, as Vice Chair of the American Bar

Association’s Disaster Legal Services Team, and as Vice President of the University of Delaware Alumni Lawyers Society.

She is a member of the General Counsel Section of the National Association of Water Companies, the Environmental Section

of the Delaware State Chamber of Commerce, the American Bar Association, and the Committee of 100.

Corporate Governance

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class is elected each year to serve a term until his or her successor shall have been elected and qualified or until earlier resignation or removal.

Eisenbrey, Jr.

Taylor have been nominated for election to the Board of

Directors at the Annual Meeting of stockholders to be held May 10, 2023.

The Board, which met ten times in 2022, has established four standing committees:

Biederman and Mr.

Michael Houghton have been nominated for election to the Board at the

Annual Meeting of stockholders to be held May 7, 2024.

The Board, which met nine times in 2023, has established four standing committees:

the Audit Committee, the Compensation Committee, the Budget and Finance

Committee, and the Governance and Nominating Committee.

Information with respect to the Audit, Compensation and Goverance and Nominating Committees is set forth below.

Information with respect to the Audit, Compensation and Governance and Nominating Committees is set forth below.

In addition, the charter for each of the four standing committees of the Board is

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Taylor's experience and operational knowledge of the business enables her to effectively perform both roles.

limited number of Board members and the practice of open communication with the entire Board, the Company does not have a lead independent director.

the limited number of Board members and the practice of open communication with the entire Board, the Company does not have a lead independent director.

The Board meets as often as needed and at least twice a year in executive session without any

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The Board believes this is an appropriate structure for the Company which provides the appropriate independent oversight.

In addition, the Audit Committee and the Compensation Committee regularly consult

with the Company’s General Counsel to review the various types of risks that affect the Company and to consult on strategies to anticipate such risks.

In addition, the Audit Committee and the Compensation Committee regularly

consult with the Company's General Counsel to review the various types of risks that affect the Company and to consult on strategies to anticipate such risks.

The Board believes this structure has been effective.

The Board meets with management on a regular

basis to review operational reports, financial updates, strategic development and other matters.

The Board meets with management on a

regular basis to review operational reports, financial updates, strategic development and other matters.

Frequent meetings help to promote and ensure open communication with the management team.

All Board members are engaged and remain actively involved in

their oversight roles.

All Board members are engaged and remain actively

involved in their oversight roles.

The Board is responsible for oversight of the Company's risk management process.

The senior management team is responsible for identifying risks, managing risks and reporting and communicating risks back to the Board.

The senior management team is responsible for identifying risks, managing risks and reporting and communicating risks back to the

Communications with Directors

Any stockholder wishing to communicate with a director may do so by contacting the Company’s Secretary, which will pass to the director written, e-mail or

phone communications.

The Board has authorized the Secretary to screen frivolous or unlawful communications or commercial advertisements.

You may reach the Secretary at Artesian Resources Corporation, 664 Churchmans Road, Newark, DE 19702.

Director Compensation

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annual retainer fees of $67,000, to be paid quarterly.

Directors do not receive any additional meeting fees William Wyer is serving as Director Emeritus and receives $3,750 for each standing quarterly Board Meeting he attends.

Directors do not receive any additional meeting fees.

William Wyer is serving as Director Emeritus and receives $3,750 for each standing quarterly Board meeting he attends.

In 2023, our directors, other than Dian C.

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Michael Houghton

On May 3, 2022, each director, received a restricted stock award of 1,000 shares of Class A Stock.

The fair market value per

share was $45.58, the closing price of the Class A Stock as recorded on the Nasdaq Global Select Market on May 3, 2022.

On May 9, 2023, each director, received a restricted stock award of 1,000 shares of Class A Non-Voting Stock.

The fair market value per share was $54.88, the closing

price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on May 9, 2023.

The restricted shares vest one year from the date of grant.

There were no outstanding option shares outstanding for

Independent Directors at December 31, 2022.

There were no outstanding option shares outstanding for Independent Directors at

December 31, 2023.

The number of restricted shares outstanding at December 31, 2023 for each director is:.

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Michael Houghton

William Wyer concluded his last three-year term as Director on May 4, 2022.

Upon his retirement from the Board, in light of his

substantial contributions to the Company and the Board’s interest in continuing to benefit from Mr.

Wyer’s experience, the Board appointed Mr.

Willam Wyer concluded his last three-term year as Director on May 4, 2022.

Upon his retirement from the Board, in light of his substantial contributions to the Company

and the Board's interest in continuing to benefit from Mr Wyer's experience, the Board appointed Mr.

Wyer to the honorary role of Director Emeritus.

As Director Emeritus, Mr.

Wyer is invited to

attend meetings of the Board, but is not considered a director of the Company and is not entitled to vote on any matter presented to the Board.

Wyer is invited to attend meetings of the Board, but is not

considered a Director of the Company and is not entitled to vote on any matter presented to the Board.

Compensation Committee Interlocks and Insider Participation

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In 2023, the Board of Directors determined that Messrs.

Biederman, Eisenbrey and Houghton, a majority of the Board of Directors, met the independence

requirements prescribed by the listing standards of the Nasdaq Global Select Market.

Biederman, Eisenbrey and Houghton, a majority of the Board, met the independence requirements

prescribed by the listing standards of the Nasdaq Global Select Market.

Audit Committee

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and Michael Houghton, three independent directors.

The Board of Directors has also determined that each member of the Audit

Committee meets the independence requirements prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the Securities and Exchange Commission.

The Board of Directors has further determined that Mr.

Biederman, a member of the Audit Committee, is an "audit committee financial expert" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission.

During 2022, the Audit Committee met four times.

The Board has also determined that each member of the Audit Committee

meets the independence requirements prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the Securities and Exchange Commission.

The Board has further determined that Mr.

Biederman, a member of the

Audit Committee, is an "audit committee financial expert" as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission.

During 2023, the Audit Committee met five times.

Compensation Committee

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prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the Securities and Exchange Commission.

During 2022, the Compensation Committee met two times.

During 2023, the Compensation Committee met four times.

Consideration of Director Candidates

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provided the nominations are submitted to the Secretary and copied to the Chairman of the committee on a timely basis and in accordance with the Company's By-laws.

Nominations for the election of directors for the 2023 Annual Stockholders' Meeting were

approved by the Governance and Nominating Committee on January 25, 2023.

Nominations for the election of directors for the 2024 Annual Stockholders' Meeting

were approved by the Governance and Nominating Committee on January 29, 2024.

The Governance and Nominating Committee has determined that no one single criterion should be given more weight than any other criteria when it considers the

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Instead, it believes that it should consider the total "skills set" of an individual.

In evaluating an individual's skills set, the Governance and Nominating Committee considers a variety of factors,

including, but not limited to, the potential nominee's background and education, his or her general business experience, and whether or not he or she has any experience in positions with a high degree of responsibility.

In addition, although the

Governance and Nominating Committee does not have a policy with regard to the consideration of diversity in identifying director nominees, its charter includes in the Governance and Nominating Committee's duties and responsibilities that it seek

In evaluating an individual's skills set, the Governance and Nominating Committee considers a variety of

factors, including, but not limited to, the potential nominee's background and education, his or her general business experience, and whether or not he or she has any experience in positions with a high degree of responsibility.

In addition, although

the Governance and Nominating Committee does not have a policy with regard to the consideration of diversity in identifying director nominees, its charter includes in the Governance and Nominating Committee's duties and responsibilities that it seek

members from diverse backgrounds so that the Board consists of members with a broad spectrum of experience and expertise.

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controller or principal accounting officer, and any person who performs a similar function, the Company will disclose the nature of the amendment or waiver, its effective date and to whom it applies on its website.

The information on the website listed

above is not and should not be considered part of this Annual Report on Form 10-K.

The information on the website

listed above is not and should not be considered part of this Annual Report on Form 10-K.

It is intended to be an inactive textual reference only and is not incorporated by reference herein.

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Did Not Disclose Demographic Background

Board Diversity Matrix (As of March 1, 2023)

Total Number of Directors

Gender Identify

Demographic Background

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

EXECUTIVE COMPENSATION

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Officer's assessment of other executives' performance and compensation recommendations with respect to the other executive officers as part of its process.

The Compensation Committee engaged Pearl Meyer & Partners as a compensation consultant in 2013 to provide it with independent advice on executive

compensation matters.

They did not develop a public company peer group as part of their compensation benchmarking exercise, as they found few similarly sized, publicly traded water utilities.

They used data available from a peer group of water

utility companies to review incentive plan market practices and to establish industry practices, but did not use the pay data from these organizations given that the size of many are substantially larger than the Company.

This peer group includes

The Compensation Committee engaged Pearl Meyer & Partners as a compensation consultant during the years 2022 and

2023 to provide it with independent advice on executive compensation matters.

The following peer group was utilized:

American States Water Company;

Chesapeake Utilities Corporation;

Consolidated Water Company Ltd.;

Fluence Corporation Limited;

Water Resources, Inc.;

Middlesex Water Company;

RGC Resources Incorporated;

The York Water Company;

urban-gro, Incorporated;

Williams Industrial Services Group;

American Water Works Company, Inc.;

Essential Utilities, Inc.;

California Water Service Group;

Middlesex Water Company;

SJW Group and York Water Company.

This peer group has been used since 2013, and the Company believes

it is appropriate to continue the use of this peer group for comparing the percentage change in cumulative shareholder returns and for consideration of elements of compensation not provided for by the Company.

During the fourth quarter of 2022, Pearl

Meyer & Partners was engaged by the Company to conduct a compensation analysis on executive compensation.

We expect that Pearl Meyer & Partners will provide a report of their findings, conclusions and recommendations by the end of the first

quarter 2023.

This analysis had no impact on 2022 compensation for the named executive officers.

Essential Utilities, Inc.

Base salaries for Company executives are set at levels considered appropriate to attract and retain seasoned and talented personnel.

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President & Secretary

Taylor, Senior Vice

Taylor, President

Finch , Senior Vice

President & Treasurer

On May 3, 2022, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock in their capacities as

directors of the Company.

On May 9, 2023, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock in their capacities as directors of the

The award was valued at the fair market value on the date of the award (last reported sale price on the date of award) or $54.88 per share.

The restricted shares vest one year from the date of grant.

On May 4, 2021

Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock.

On May 3, 2022, Dian Taylor and

Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock.

The award was valued at the fair market value on the date of the award or $45.58 per share.

The restricted shares vested one year from

the date of grant.

On May 6, 2020, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Stock.

The restricted shares vested one year after the

date of grant.

On May 4, 2021, Dian Taylor and Nicholle Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock.

The award was valued at the fair market value on the date of the award or $40.11 per share.

restricted shares vested one year from the date of grant.

restricted shares vested one year after the date of grant.

Under the Company’s defined contribution 401(k) Plan, the Company contributes two percent of an eligible employee's gross earnings.

also matches 50 percent of the first six percent of the employee’s gross earnings that the employee contributes to the 401(k) Plan.

In addition, all employees hired before April 26, 1994 and under the age of 60 at that date are eligible for

additional contributions to the 401(k) Plan.

The Company also matches 50 percent of

the first six percent of the employee's gross earnings that the employee contributes to the 401(k) Plan.

Employees over the age of 60 at that date receive Company paid medical, dental and life insurance benefits upon retirement.

The Company will not provide the additional 401(k) or medical, dental and

life insurance benefits to any other current or future employees.

In 2022, Company contributions to the 401(k) Plan under terms available to all other employees based upon their years of service and plan eligibility were made in the amounts

will not provide the additional 401(k) or medical, dental and life insurance benefits to any other current or future employees.

In 2023, Company contributions to the 401(k) Plan under terms available to all other employees based upon their

years of service and plan eligibility were made in the amounts of:

Included in the "All Other Compensation" column in the table above are amounts received by Dian C.

Taylor as compensation for attendance at meetings of the Board and its

committees in 2022 totaling $60,250, $8,437 for security provided at her personal residence, $36,925 for country club dues and personal use of a company-owned vehicle.

Also included in the “All Other Compensation” column in the table above are

amounts received by Nicholle R.

committees in 2023 totaling $67,000, $15,152 for security provided at her personal residence, $4,576 for personal use of a company-owned vehicle.

Also included in the "All Other Compensation" column in the table above are amounts received by

Taylor as compensation for Board retainer fees, attendance at meetings of the Board and its committees in 2023 totaling $67,000.

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Taylor and Nicholle R.

Taylor each received a restricted stock award of 1,000 shares of Class A Stock, as noted in the table above.

Taylor each received a restricted stock award of 1,000 shares of Class A Non-Voting Stock, as noted in the

The awards were valued at the fair market value on the date of the award (last reported sale price on the date of award) or $54.88 per share.

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on Vesting (#)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of the equity securities

of the Company, as of March 7, 2023 for each director, each named executive officer , each beneficial owner of more than five percent (5%) of the outstanding shares

of any class of the Company’s voting securities and all directors and executive officers as a group, based in each case on information furnished to the Company.

Addresses are provided for each beneficial owner of more than five percent (5%) of the

Company’s voting securities.

The following table sets forth the beneficial ownership of the equity securities of the Company, as of March 12, 2024 for each director, each named executive

officer, each beneficial owner of more than five percent (5%) of the outstanding shares of the Company's voting securities and all directors and executive officers as a group, based in each case on information furnished to the Company.

otherwise indicated, the address of each beneficial owner of voting securities listed below is c/o 664 Churchmans Road, Newark, Delaware 19702.

Class A Non-Voting Common Stock (1)

Class B Common Stock (1)

664 Churchmans Road

Newark, Delaware 19702

Biederman (3)

Eisenbrey, Jr.

15 Albe Drive

Newark, Delaware 19702

Taylor (3)(6)

20 Brendle Lane

Wilmington, Delaware 19807

Michael Houghton

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The nature of ownership consists of sole voting and investment power unless otherwise indicated.

The amount also includes all shares issuable to such person or

group upon the exercise of options or vesting of restricted shares held by such person or group to the extent such options are exercisable or restricted shares vest within 60 days after March 7, 2023.

The amount also includes all shares issuable to such person or group

upon the exercise of options or vesting of restricted shares held by such person or group to the extent such options are exercisable or restricted shares vest within 60 days after March 12, 2024.

The percentage of the total number of shares of the class outstanding is shown where that percentage is one percent or greater.

Percentages for each person are

based on the aggregate number of shares of the applicable class outstanding as of March 7, 2023, and all shares issuable to such person upon the exercise of options or vesting of restricted shares held by such person to the extent such

options are exercisable or restricted shares vest within 60 days of that date.

Includes vesting of restricted shares and options to purchase shares of the Company’s Class A Stock, as follows:

Percentages for each person are based on

the aggregate number of shares of the applicable class outstanding as of March 12, 2024, and all shares issuable to such person upon the exercise of options or vesting of restricted shares held by such person to the extent such options are

exercisable or restricted shares vest within 60 days of that date.

Includes vesting of restricted shares and options to purchase shares of the Company’s Class A Non-Voting Stock, as follows:

Taylor (1,000 shares);

Biederman (1,000

(1,000 shares);

Eisenbrey, Jr.

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Eisenbrey, Jr.

is a trustee and has a beneficial ownership interest, and 1,555 shares of the

Class B Stock held in custodial accounts for Mr.

is a trustee and has a beneficial ownership interest, and 1,555 shares of the Class

B Stock held in custodial accounts for Mr.

Eisenbrey, Jr.’s daughters.

Includes 724 shares of the Class A Stock and 45 shares of the Class B stock held in custodial accounts for Ms.

Taylor’s daughter and 282 shares of Class A stock

held by her spouse.

On January 24, 2023, Blackrock, Inc.

filed Amendment No.

1 to Schedule 13G indicating it is the beneficial owner

of 821,717 shares (approximately 9.5%) of the Company’s Class A Non-Voting Common Stock.

Pursuant to Regulation S-K, Item 403(b), Blackrock, Inc.’s ownership of such non-voting stock has been excluded from the foregoing table because it is not a

director, director nominee or named executive officer of the Company.

Includes 744 shares of the Class A Non-Voting Stock and 45 shares of the Class B Stock held in custodial accounts for Ms.

Taylor’s daughter and 290 shares of Class A

Non-Voting Stock held by her spouse.

The following table shows all persons who are known by the Company, as of March 12, 2024, to be the beneficial owner of more than five percent (5%) of the

outstanding shares of the Company's Class A Non-Voting Stock, and who do not otherwise own Class B Stock.

Class A Non-Voting Common Stock

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

The Vanguard Group (2)

100 Vanguard Blvd.

Malvern, PA 19355

Rowe Price Investment Management, Inc.

Baltimore, MD 21201

Pursuant to a Schedule 13G/A filed by BlackRock, Inc., or BlackRock, with the SEC on January

24, 2024, BlackRock is the beneficial owner of 1,026,106 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, BlackRock has reported having sole voting power with respect to 1,006,293 shares and

shared voting power with respect to 0 shares, as well as sole dispositive power with respect to 1,026,106 shares and shared dispositive power with respect to 0 shares.

Pursuant to a Schedule 13G filed by The Vanguard Group, or Vanguard, with the SEC on

February 13, 2024, Vanguard is the beneficial owner of 530,947 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, Vanguard has reported having sole voting power with respect to 0 shares and shared

voting power with respect to 13,696 shares, as well as sole dispositive power with respect to 508,599 shares and shared dispositive power with respect to 22,438 shares.

Pursuant to a Schedule 13G filed by T.

Rowe Price Investment Management, Inc., or T.

Price, with the SEC on February 14, 2024, T.

Rowe Price is the beneficial owner of 773,384 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, T.

Rowe Price has reported having sole voting power

with respect to 277,650 shares and shared voting power with respect to 0 shares, as well as sole dispositive power with respect to 773,384 shares and shared dispositive power with respect to 0 shares.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

The following table provides information on the shares of our Class A Stock that may be issued upon exercise of outstanding stock options and vesting of

awards as of December 31, 2022 under the Company’s stockholder approved stock plans.

The following table provides information on the shares of our Class A Non-Voting Stock that may be issued upon exercise of outstanding stock options and

vesting of awards as of December 31, 2023 under the Company’s stockholder approved stock plans.

Equity Compensation Plan Information

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Related Party Transactions

Michael Houghton currently serves as a director.

During 2021, Mr.

Houghton was a Partner in the law firm of Morris, Nichols, Arsht & Tunnell LLP, or

MNAT, in Wilmington, Delaware.

Houghton retired from MNAT as a Partner, effective January 1, 2022, however, Mr.

Houghton continues to perform legal services for MNAT as an independent contractor and non-partner.

In the normal course of business,

the Company utilized the services of MNAT in 2021 for various regulatory, real estate and public policy matters.

Approximately $191,000 and $386,000 was paid to MNAT during the years ended December 31, 2021 and December 31, 2020, respectively, for

legal and director related services

As set forth in the Charter of the Audit Committee of the Board, the Audit Committee is responsible for reviewing and, if appropriate, approving all related

party transactions between us and any officer, any director, any person known to be the beneficial owner of more than 5% of any class of the Company’s voting securities or any other related person that would potentially require disclosure.

review and approval of the related party transactions with MNAT, the Audit Committee considered the nature of the related person’s interest in the transactions;

the satisfactory performance of work contracted with the related party prior to the

election of Mr.

Houghton as a director;

and the material terms of the transactions, including, without limitation, the amount and type of transactions, the importance of the transactions to the related person, the importance of the transactions to the

Company and whether the transactions would impair the judgment of a director or officer to act in the best interest of the Company.

The Audit Committee approves only those related person transactions that are in, or are consistent with, the best

interests of the Company and its stockholders..

There were not any related party transactions during the years ended December 31, 2023 and December 31, 2022.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Billed by Independent Registered Public Accounting Firm

The following table sets forth the aggregate contract fees billed to the Company for the fiscal year 2022 and 2021 by the independent registered public

accounting firm, BDO USA, LLP.

The following table sets forth the aggregate contract fees billed to the Company for the fiscal year 2023 and 2022 by the independent registered public accounting firm,

BDO USA, P.C.

(In thousands)

1 unchanged sentence

All Other Fees

consist primarily of fees for the audits of our financial statements included in our Annual Report on Form 10-K;

consist primarily of fees for the audits

of our financial statements included in our Annual Report on Form 10-K;

the reviews of the financial statements included in our Quarterly Reports on Form 10-Q;

audits of internal control over financial reporting, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and fees billed for assurance, services related to registration statements and other documents issued in connection with

securities and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.

and fees billed for assurance, services related to registration statements and other

documents issued in connection with securities and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.

In 2023 the independent registered public accounting firm provided

services related to the Company’s Form S-3 Registration Statement.

Audit-Related Fees :

4 unchanged sentences

These services include assistance regarding federal and state tax compliance, return preparation and tax audits.

The independent registered public accounting firm did not provide any tax services to the

Company in 2022 and 2021.

The independent registered public accounting firm did not provide any tax services to

the Company in 2023 and 2022.

All Other Fees:

10 unchanged sentences

The following documents are filed as part of this report:

of Independent Registered Public Accountants (BDO USA,LLP;

of Independent Registered Public Accountants (BDO USA,P.C.;

Wilmington, DE;

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Restated Certificate of Incorporation of the Company effective April 28, 2004 incorporated by reference to Exhibit 3.1 filed with the Company’s Form

10-Q for the quarterly period ended March 31, 2004.

10-Q filed on May 3, 2004 for the quarterly period ended March 31, 2004.

First Amendment to Second Amended and Restated Revolving Credit Agreement between Artesian Water Company, Inc.

and CoBank, ACB dated October 25,

Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022 for the quarter ended September 30, 2022.

Twenty-Fifth Supplemental Indenture dated as of April 29, 2022, between Artesian Water Company, Inc.

and Wilmington Trust Company, as trustee.

Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 for the quarter ended March 31, 2022.

Bond Purchase Agreement, dated April 29, 2022, by and between Artesian Water Company, Inc., and CoBank, ACB.

Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022 for the quarter ended March 31, 2022.

Twenty-Fourth Supplemental Indenture dated as of December 17, 2019, between Artesian Water Company, Inc., subsidiary of the Company, and Wilmington

16 unchanged sentences

Artesian Water Company, Inc., subsidiary of the Company, and Wilmington Trust Company, as Trustee.

Incorporated by reference to Exhibit 4.3 filed with the Company’s Form 10-K for the year ended December 31, 2017.

Incorporated by reference to Exhibit 4.3 filed with the Company’s Form 10-K for the year ended December 31, 2017 filed on March 15, 2018.

Letter Agreement, dated as of September 15, 2015, by and between Artesian Water Company, Inc.

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First Amendment to Bond Purchase Agreement, dated as of January 18, 2017 by and between Artesian Water Company, Inc., subsidiary of the Company, and

Incorporated by reference to Exhibit 4.13 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Incorporated by reference to Exhibit 4.13 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed on March 15, 2018.

Bond Purchase Agreement, dated December 1, 2008 by and between Artesian Water Company, Inc., subsidiary of the Company, and CoBank,

2 unchanged sentences

Company, as Trustee.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 filed on August 9, 2005.

Sixteenth Supplemental Indenture dated as of January 31, 2003 between Artesian Water Company, Inc., subsidiary of the Company, and the Wilmington

Trust Company, as Trustee.

Incorporated by reference to Exhibit 4.2 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Incorporated by reference to Exhibit 4.2 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 10, 2004.

Indenture of Mortgage dated July 1, 1961, between Artesian Water Company, Inc., subsidiary of the Company, and the Wilmington Trust Company, as Trustee.

Incorporated by reference to Exhibit 4.10 filed with the Company’s Annual

Report on Form 10-K for the year ended December 31, 2017.

Report on Form 10-K for the year ended December 31, 2017 filed on March 15, 2018..

Second Amendment to Master Loan Agreement, dated as of November 13, 2019, by and between Artesian Wastewater Management, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 4.16 filed with the Company’s Annual

Report on Form 10-K for the year ended December 31, 2019.

Report on Form 10-K for the year ended December 31, 2019 filed on March 13, 2020.

First Amendment to Master Loan Agreement, dated as of January 10, 2019, by and between Artesian Wastewater Management, Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 4.17 filed with the Company’s Annual

Report on Form 10-K for the year ended December 31, 2019.

Report on Form 10-K for the year ended December 31, 2019 filed on March 13, 2020.

Guarantee of Payment, dated as of August 8, 2018, by and between Artesian Resources Corporation and CoBank, ACB.

13 unchanged sentences

Incorporated by reference to Exhibit 4.22 filed with the Company’s Annual Report on Form 10-K for the year

ended December 31, 2019.

ended December 31, 2019 filed on March 13, 2020..

Interest Rate Lock Agreement, dated as of February 7, 2022, by and between Artesian Water Company, Inc.

2 unchanged sentences

Exhibit 4.1 filed with the Company’s Form 8-K filed on February 10, 2022.

Amended and Restated Demand Line of Credit Agreement between Artesian Resources Corporation, and Citizens Bank, N.A.

dated July August 3, 2023.

Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 10-Q filed on November 7, 2023.

Financing Agreement, Loan No.

57 unchanged sentences

Delaware municipality.

Incorporated by reference to Exhibit 10.2 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Incorporated by reference to Exhibit 10.2 filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 11, 2022.

Asset Purchase Agreement, dated June 11, 2020 by and among Artesian Water Company, Inc., a Delaware corporation, and the City of Delaware City, a

59 unchanged sentences

Form 8-K filed on December 2, 2009.

Limited Liability Interest Purchase Agreement between Artesian Water Maryland, Inc., subsidiary of the Company, and Mountain Hill Water Company, LLC,

dated May 5, 2008.

Incorporated by reference to Exhibit 10.1 filed with the Company’s Form 8-K filed on May 9, 2008.

Limited Liability Interest Purchase Agreement, dated May 5, 2008, by and among Artesian Maryland, Inc., a Delaware corporation, Mountain Hill Water

Company, LLC, a Maryland limited liability company, Sunrise Holdings, L.P., a Pennsylvania limited partnership and Artesian Resources Corporation, a Delaware corporation.

Incorporated by reference to Exhibit 10.1 filed with the Company’s Form

8-K filed on May 9, 2008.

Artesian Resources Corporation 2005 Equity Compensation Plan.

Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form

10-Q for the quarter ended June 30, 2005.

10-Q for the quarter ended June 30, 2005 filed on August 9, 2005.

Amended and Restated Artesian Resources Corporation 1992 Non-Qualified Stock Option Plan, as amended.

Incorporated by reference to Exhibit 10.4 filed

with the Company’s Form 10-Q for the quarterly period ended June 30, 2003.***

with the Company’s Form 10-Q for the quarterly period ended June 30, 2003 filed on July 31, 2003.***

Artesian Resources Corporation Incentive Stock Option Plan.

5 unchanged sentences

Subsidiaries of the Company as of December 31, 2023.

Consent of BDO USA, LLP *

Consent of BDO USA, P.C.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Artesian Resources Corporation Clawback Policy, effective as of August 7, 2023.

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline

20 unchanged sentences

Executive Officer)

Chief Financial Officer (Principal Financial Officer)

Chief Financial Officer (Principal Financial

March 18, 2024

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures