What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-26 compared with 2024-03-18 · 265 added, 247 removed, 782 unchanged (40% of the section changed)

25 unchanged sentences

CHIEF FINANCIAL OFFICER:

/ s/ NICHOLLE R.

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.

During the fiscal quarter ended December 31, 2024, 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

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Director since 1991 - Chair of the

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.

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,

from 1982 to 1985.

Taylor is the aunt of John R.

Eisenbrey, Jr.

and Nicholle R.

Chair of the Board of Directors of

the Company, or the Board, commencing February 2025 and a director since 2007.

Taylor has served as President and Chief Executive Officer since February 2025.

Taylor previously served as Interim President and Chief Executive Officer

between January 3, 2025 and February 2025 and served as Senior Vice President of the Company from May 9, 2012 until her appointment as the Company’s President and Chief Executive Officer.

She has also served as President of Artesian Water

Company since August 16, 2021.

Previously Ms.

Taylor served as Chief Operating Officer of Artesian Water Company from August 2019 to August 2021.

She was Vice President of the Company 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.

She serves on the Budget and Finance Committee.

Taylor is the niece of Dian C.

Taylor and the cousin of John R.

Eisenbrey, Jr.

Qualifications:

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

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 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’s conclusion that Ms.

Taylor should serve as a director of the Company.

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.

Biederman Ph.

14 unchanged sentences

and Compensation Committees.

As previously disclosed

pursuant to a Current Report on Form 8-K filed with the SEC on February 7, 2025, Mr.

Biederman has advised the Company that he will resign from the Board following the conclusion of the annual meeting of stockholders on May 6, 2025.

Qualifications:

5 unchanged sentences

For more than 40 years, Owner and President of Bear Industries, Inc., a contracting firm providing building fire sprinkler protection installations for businesses throughout the Delmarva Peninsula.

was appointed to the Board of Trustees of St.

Andrews School.

Eisenbrey served on

the Board of Trustees of St.

Andrews School between 2021 and 2024.

Eisenbrey is the nephew of Dian C.

26 unchanged sentences

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.

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.

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 and in 2023 to the Delaware Marijuana Appeals Commission and the Delaware Environmental Appeals Board and in December 2024 to the Delaware River and

Bay Authority.

Houghton serves on the Audit;

Compensation;

and Governance and Nominating Committees.

Qualifications:

3 unchanged sentences

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

She serves on the Budget and Finance Committee.

Taylor is the niece of Dian C.

Taylor and the cousin of John R.

Director since 1991 – Chair of the

Board from July 1993 to February 2025.

Taylor served as Chief Executive Officer of the Company from September 1992 to January 2025 when she commenced a leave of absence.

Her employment with the Company began in August 1991 and ended in

February 2025.

Prior to 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.

marketing director for SMI, Inc.

from 1982 to 1985.

Taylor is the aunt of John R.

Eisenbrey, Jr.

and Nicholle R.

She serves on the Budget and Finance Committee.

Qualifications:

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

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.

previously served as Vice President of Information Technologies of Artesian Resources Corporation and its subsidiaries from May 2012 to May 2021, Director of Information Technologies from April 2008 to May 2012, and Manager of Information

Technologies from December 2006 to April 2008.

Dian Taylor experience as President and Chief Executive Officer of the Company for over 30 years gives her extensive knowledge

regarding the Company and the complex issues facing smaller companies.

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

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’s

conclusion that Ms.

Taylor should serve as a director of the Company.

Chief Information Officer and Senior Vice President of the Company since May 19, 2021.

Anderson previously served as Vice President of

Information Technologies of the Company from May 2012 to May 2021, Director of Information Technologies from April 2008 to May 2012, and Manager of Information Technologies from December 2006 to April 2008.

Prior to joining the Company, Mr.

Anderson was employed by the Christina School District as Manager, Project & Support Services.

From 2000 to 2005, while with MBNA (now Bank of America), he

served in several information technology roles.

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.

From 2000 to 2005, while with MBNA (now Bank of America), he 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 (Vice Chair), Delaware State Chamber of Commerce,

1 unchanged sentence

DiNunzio, CPA, CGMA

Executive Vice President and Secretary of Artesian Resources Corporation and Subsidiaries since May 2007 and President of Artesian Water Maryland,

Executive Vice President and Secretary of the Company since May 2007 and President of Artesian Water Maryland, Inc.

since May 2017.

DiNunzio previously served as Senior Vice President and Secretary since March 2000 and as Vice President and Secretary since January 1995.

He served as Secretary of Artesian Resources Corporation and Subsidiaries from

July 1992 to January 1995.

previously served as Senior Vice President and Secretary since March 2000 and as Vice President and Secretary since January 1995.

He served as Secretary of the Company from July 1992 to January 1995.

Prior to joining Artesian in 1989, Mr.

DiNunzio was employed by PriceWaterhouseCoopers LLP.

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

University of Virginia.

He earned a B.S.

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

4 unchanged sentences

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.

General Counsel of the Company since August 2021 and Assistant Secretary of the Company 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 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.

from the Delaware Law School of Widener

University and her B.S.

in Political Science from the University of Delaware.

1 unchanged sentence

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.

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.

Senior Vice President of Finance & Corporate Treasurer of the Company since November 2020.

Prior to that, Ms.

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.

6 unchanged sentences

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.

Vice President of Information Technology for the Company 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.

leading 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;

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.

4 unchanged sentences

Konstanski is a Board Certified, Professional Engineer with 20 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.

He joined the Company 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,

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.

Konstanski earned his Bachelor of Science in Civil Engineering from Michigan Technological University and his Board Certification from the

American Academy of Environmental Engineers.

He has been a Licensed Professional Engineer since 2010.

Konstanski is a member of the American Water Works Association and the Water Environment Federation.

Chief Financial Officer of the Company since January 1995 and President of Artesian Wastewater Management, Inc.

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

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 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 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

2 unchanged sentences

the National Association of Regulatory Utility Commissioners;

the International Organization of Management

the International Organization of

Management Accountants;

and Special Olympics Delaware.

1 unchanged sentence

Thaeder has served as an officer since February 1998.

He currently serves as an officer of Artesian

Resources Corporation and Subsidiaries.

He currently serves as an officer of the Company.

Prior to joining the company, Mr.

1 unchanged sentence

from 1996 to 1998 as Southeastern District Manager of Sales and Operations from Maryland to Florida.

During 1995 and 1996, he was

Sales Manager of the Northeast Division with sales responsibilities from Maine to Florida.

During 1995 and 1996, he was Sales Manager of the Northeast Division with

sales responsibilities from Maine to Florida.

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

5 unchanged sentences

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.

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:

Taylor has been nominated for election to the Board at the Annual Meeting of stockholders

to be held May 6, 2025, to serve for a term lasting until the annual meeting of stockholders to be held in 2028, or until her earlier resignation or removal.

The Board, which met six times in 2024, has established four standing committees:

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

3 unchanged sentences

available on our website, www.artesianwater.com.

Taylor, the Company's Chief Executive Officer, also serves as Chair of the Board.

The Board, after considering the size of the Company and the

composition of the Board, has determined that the combined structure is appropriate.

The Board has determined that having one person serving as Chair of the Board and Chief Executive Officer ensures a unified leadership of the Board and management and

provides potential efficiency in the execution of the strategies and visions of the Board and management.

The Board believes that Ms.

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

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

management or non-independent directors present.

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.

Taylor, the Company's Chief Executive Officer throughout 2024, also served as Chair of the Board throughout 2024.

In February 2025, Nicholle R.

Taylor was appointed to serve as both Chief Executive Officer and Chair of the Board.

The Board, after considering the size of the Company and the composition of the Board, determined that the combined structure was appropriate.

The Board determined

that having one person serving as Chair of the Board and Chief Executive Officer ensured a unified leadership of the Board and management and provided potential efficiency in the execution of the strategies and visions of the Board and management.

Board believed that Ms.

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

Given 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 management or non-independent directors present.

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.

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.

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

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

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

Communications with Directors

9 unchanged sentences

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 2024, our directors, other than Dian C.

10 unchanged sentences

price of the Class A Non-Voting Stock as recorded on the Nasdaq Global Select Market on May 6, 2024.

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

There were no outstanding option shares outstanding for Independent Directors at

December 31, 2023.

Subject to continued service, the restricted shares vest one year from the date of grant.

There were no outstanding option shares outstanding

for Independent Directors at December 31, 2024.

The number of restricted shares outstanding at December 31, 2024 for each director is:.

4 unchanged sentences

Michael Houghton

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.

Compensation Committee Interlocks and Insider Participation

23 unchanged sentences

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.

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

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.

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 SEC.

During 2024, the Audit Committee met six times.

Compensation Committee

8 unchanged sentences

The Board of Directors has also determined that each member of the Compensation 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.

During 2023, the Compensation Committee met four times.

prescribed by the listing standards of the Nasdaq Global Select Market and the rules and regulations of the SEC.

During 2024, the Compensation Committee met five times.

Consideration of Director Candidates

6 unchanged sentences

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 2024 Annual Stockholders' Meeting

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

Nominations for the election of a director for the 2025 Annual Stockholders' Meeting

was approved by the Governance and Nominating Committee on February 7, 2025.

On February 4, 2025, Mr.

Biederman informed the Board he will resign from the Board and his committee positions at the conclusion of the annual meeting of stockholders on May

In connection with such notice, the Governance and Nominating Committee has commenced a search for a new director.

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

8 unchanged sentences

The Company has adopted a code of ethics applicable to its chief executive officer, chief financial officer, controller or principal accounting officer, and

any person who performs a similar function, which is a "code of ethics" as defined by applicable rules of the Securities and Exchange Commission.

any person who performs a similar function, which is a "code of ethics" as defined by applicable rules of the SEC.

This code is publicly available on the Company's website at www.artesianwater.com.

If the Company makes

any amendments to this code other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code to the Company's chief executive officer, chief financial officer,

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.

If the Company makes any amendments to this code

other than technical, administrative, or other non-substantive amendments, or grants any waivers, including implicit waivers, from a provision of this code to the Company's chief executive officer, chief financial officer, 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.

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

Board Diversity

We believe it is important that our Board is composed of individuals reflecting the diversity represented by our

employees, our customers, and our communities.

We provide below enhanced disclosure regarding the self-reported diversity of our Board as required by the listing standards of the NASDAQ Capital Market.

Board Diversity Matrix (As of March 1, 2024)

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

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

Insider Trading Arrangements and Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this

commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, consultants and other non-directors or non-employees alike, that we believe is

reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

2 unchanged sentences

follows this discussion.

The named executive officers are:

Taylor, Chair, President & Chief Executive Officer;

The named executive officers for 2024 are:

Taylor, former President and Chief Executive Officer who left the Company in February 2025 but remains a member of the Board;

Spacht, Chief Financial Officer;

DiNunzio, Executive Vice President & Secretary;

Senior Vice President and Jennifer L.

Finch, Corporate Treasurer and Senior Vice President of Finance & Treasurer.

Taylor, current President, Chief Executive Officer and Board Chair since February 2025 and former Senior Vice President and Jennifer L.

Finch, Corporate Treasurer and Senior Vice

President of Finance.

Objectives of the Company’s Compensation Program

58 unchanged sentences

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

Compensation Committee increased the base salary of each of the named executive officers by 3%.

Compensation Committee did not increase the base salary of Dian C.

In 2024, the Compensation Committee increased the base

salary of the Chief Financial Officer by 5.7% and other named executive officers by 3%.

The Compensation Committee determines actual base salaries for each executive other than the Chief Executive Officer based upon:

12 unchanged sentences

Recognizing both the executive team's and each

individual named executive officer’s contributions toward meeting the Company's strategic objectives, cash bonuses were awarded to the Chief Executive Officer and named executive officers in 2022 and 2021.

individual named executive officer’s contributions toward meeting the Company's strategic objectives, based on Dian C.

Taylor’s recommendation, in 2024 cash bonuses were awarded to the named executive officers, other than Dian C.

Other Compensation

1 unchanged sentence

Taylor received compensation for their services as Directors, which compensation was equivalent to that provided to all

other directors for Board and Committee meeting fees and less for retainers.

other directors for Stock Awards and less for retainers.

See "Director Compensation."

The Company’s named executive officers are eligible to participate in the same employee benefit plans and on the same basis as other Company employees, with

the exception that executive officers are reimbursed for eligible medical expenses not otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement Plan.

Amounts reimbursed are included in the "All Other

Compensation" column in the Summary Compensation Table that follows this discussion.

The Company’s named executive officers receive a limited number of other benefits as part of a competitive compensation package, which constitutes in the

aggregate only a small percentage of their total compensation.

As discussed below, these benefits include:

a Company contribution under our 401(k) Plan;

participation in our group health plans, which is generally available to all employees, as well as reimbursements for eligible medical expenses not

otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement Plan;

Taylor, our former Chief Executive Officer, secretarial and driving services, personal use of a Company-owned vehicle, membership fees,

home security and certain personal credit card expenses, which, in accordance with Treas.

§ 162-2(c)(5) and -2(h)(2)(A)(i), the Company is required to treat as taxable wages to Dian C.

Our executive officers do not receive tax reimbursement for imputed income derived from any of these benefits.

All amounts are included in the "All Other Compensation" column in the Summary Compensation Table and the accompanying footnotes to the table.

The Role of Management in the Executive Compensation Process

16 unchanged sentences

CEO Pay Ratio

The 2023 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of the Company’s

Chief Executive Officer is as follows:

The 2024 compensation disclosure ratio of the median annual total compensation of all Company employees to the annual total compensation of Dian C.

the Company’s former Chief Executive Officer is as follows:

2024 Total Compensation

1 unchanged sentence

Annual total compensation of Dian C.

Taylor, our Chief Executive Officer as of the year ended December 31, 2024

Ratio of CEO to median employee compensation

9 unchanged sentences

($) (2),(3),(4)

Taylor, Chair, Chief Executive

Officer & President

Taylor, Chair, Former

and Chief Executive Officer (5)

Spacht, Chief Financial

1 unchanged sentence

President & Secretary

Taylor, President

Taylor, Former

Vice President (5)

Finch , Senior Vice

1 unchanged sentence

On May 6, 2024, 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 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 after the

date of grant.

The award was valued at the fair market value on the date of the award (last reported sale price on the date of award) of $37.07 per share.

Subject to continued service the restricted shares vest one year from the date of grant.

May 9, 2023, 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 of $54.88 per share.

The restricted shares

vested one year after the date of grant.

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 $40.11 per share.

restricted shares vested one year after the date of grant.

The award was valued at the fair market value on the date of the award

of $45.58 per share.

The 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.

1 unchanged sentence

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.

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

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:

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

any other current or future employees.

In 2024, 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 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.

Taylor and Nicholle R.

Taylor as compensation for annual Board

retainers in 2024 totaling $67,000 each.

Also included in 2024 are amounts received by Dian C.

Taylor for each of the following:

$8,095 for security provided at her personal residence, $14,744 for secretarial and driving services, $22,363 for

country club dues, $4,610 for personal use of a company-owned vehicle, and $11,331 for certain expenses on a credit card.

Also included in the "All Other Compensation" column in the table above are $9,190 and $7,920 in 2023 and 2022,

respectively, for secretarial and driving services, and $11,751 and $18,031 in 2023 and 2022, respectively, for certain expenses on a credit card.

All other amounts for 2022 and 2023 remain as previously disclosed..

Executive officers are reimbursed for eligible medical expenses not otherwise covered by the Company's medical insurance plan under the Officer's Medical Reimbursement

1 unchanged sentence

Taylor received reimbursements of $27,268 in 2024.

In February 2025, the Board appointed Nicholle R.

Taylor as the Company’s Chair of the Board, President and Chief Executive Officer.

Taylor remains a member of

the Board but is no longer serving as the Company’s President and Chief Executive Officer.

Grants of Plan-Based Awards Table

9 unchanged sentences

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.

The awards were valued at the fair market value on the date of the award (last reported sale price on the date of award) of $37.07 per share.

The restricted stock awards vest one year from the date of grant.

10 unchanged sentences

on Vesting (#)

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar

option-like instruments.

Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company.

In the event the Company determines to grant

new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

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 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.

The following table sets forth the beneficial ownership of the equity securities of the Company, as of March 20, 2025 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.

Unless 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)

10 unchanged sentences

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 12, 2024.

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 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.

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);

(1,000 shares);

Biederman (1,000 shares);

Eisenbrey, Jr.

7 unchanged sentences

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 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.

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 20, 2025, 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

7 unchanged sentences

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

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

February 5, 2025, BlackRock is the beneficial owner of 919,462 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 919,046 shares and

shared voting power with respect to 0 shares, as well as sole dispositive power with respect to 919,462 shares and shared dispositive power with respect to 0 shares.

2 unchanged sentences

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.

Pursuant to a Schedule 13G/A filed by T.

Rowe Price Investment Management, Inc., or T.

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

Price, with the SEC on November 11, 2024, T.

Rowe Price is the beneficial owner of 884,334 shares of Class A Non-Voting Stock, and, to the extent it has voting rights under Delaware law, T.

11 unchanged sentences

Equity compensation plans approved by security holders

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We have three directors who are considered independent under the Nasdaq listing standards:

35 unchanged sentences

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 2023 and 2022 by the independent registered public accounting firm,

BDO USA, P.C.

The following table sets forth the aggregate contract fees billed to the Company for the fiscal year 2024 and 2023 by the independent registered public accounting firm, BDO USA, P.C.

(In thousands)

44 unchanged sentences

YEAR ENDED DECEMBER 31, 2024

Amended and Restated By-laws of Artesian Resources Corporation incorporated by reference to Exhibit 3.1 filed with the Company’s Form 8-K filed on

Amended and Restated By-laws of Artesian Resources Corporation incorporated by reference to Exhibit 3.1 filed with the Company’s Form 10-Q filed on

November 8, 2024.

86 unchanged sentences

Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.3 filed with the Company’s Form 8-K filed on December 12, 2022.

General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022D-DWSRF, dated as of December 9, 2022, issued

by Artesian Water Company, Inc.

in favor of Delaware Drinking Water State Revolving Fund, acting by and through the Delaware Department of Health & Social Services, Division of Public Health., incorporated by reference to Exhibit 10.2 filed

with the Company’s Form 8-K filed on December 12, 2022.

Financing Agreement, Loan No.

22000032, dated as of December 9, 2022, between Artesian Water Company, Inc.

and Delaware Drinking Water State

General Obligation Note (New Castle County Water Main Transmission Replacements Projects), Series 2022E-DWSRF, dated as of December 9, 2022, issued

123 unchanged sentences

10-K/A for the year ended December 31, 2001.***

Agreement and Mutual Release, dated as of March 16, 2025, by and between Dian C.

Taylor and Artesian Resources Corporation.*

Insider Trading Policy, dated March 25, 2025.*

Subsidiaries of the Company as of December 31, 2024.

4 unchanged sentences

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

Incorporated by reference to Exhibit 97 filed with the Company’s Annual

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

16 unchanged sentences

and in the capacities and on the dates indicated.

Chair of the Board of Directors, President

and Chief Executive Officer (Principal

/s/ NICHOLLE R.

Chair of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)

March 26, 2025

Executive Officer)

Chief Financial Officer (Principal Financial

Chief Financial Officer (Principal Financial Officer)

March 26, 2025

11 unchanged sentences

March 26, 2025

/s/ NICHOLLE R.

March 26, 2025

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