9 unchanged sentences
Based on this assessment, management has concluded SJW Group’s internal control over financial reporting as of December 31, 2020 was effective.
−Removed: SJW Group completed its merger with CTWS on October 9, 2019, and
−Removed: management excluded from its assessment of the effectiveness of SJW Group’s internal control over financial reporting as of December 31, 2019 , CTWS’s internal control over financial reporting associated with total assets of $970.0 million and total revenues of $21.7 million included in the consolidated financial statements of SJW Group as of and for the year ended December 31, 2019 .
−Removed: Our independent registered public accounting firm, KPMG LLP, has issued an auditors’ report on the effectiveness of our internal control over financial reporting, which is included in Item 8 of this report.
+Added: Our independent registered public accounting firm, DELOITTE & TOUCHE LLP, has issued an auditors’ report on the effectiveness of our internal control over financial reporting, which is included in Item 8 of this report.
Changes in Internal Controls
10 unchanged sentences
Corporate Governance Policies and Board Committee Charters
−Removed: The Corporate Governance Policies and the charters for the board committees—the Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Sustainability Committee, and Finance Committee—are available at the Company’s website at http://www.sjwgroup.com .
+Added: The Corporate Governance Policies and the charters for the board committees—the Audit Committee, Executive Compensation Committee, Nominating & Governance Committee, Sustainability Committee, and Finance Committee—are available at the SJW Group’s website at http://www.sjwgroup.com .
Stockholders may also request a free hard copy of the Corporate Governance Policies and the charters from the following address and phone number:
19 unchanged sentences
(a)(2) Financial Statement Schedule
+Added: Condensed Financial Information for SJW Group (Parent Only) , Years ended December 31, 2020 , 2019 and 20 18
Valuation and Qualifying Accounts and Reserves, Years ended December 31, 2020, 2019 and 2018
19 unchanged sentences
Incorporated by reference to Exhibit 3.3 to Form 8-K filed on November 15, 2016 .
+Added: 3.3 Certificate of Amendment of Certificate of Incorporation of SJW Group dated April 24, 2019.
+Added: Incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 25, 2019 .
3.4 Bylaws of SJW Group.
2 unchanged sentences
Incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 26, 2017 .
−Removed: Certificate of Amendment of Certificate of Incorporation of SJW Group dated April 24, 2019 .
−Removed: Incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 25, 2019 .
4.1 Instruments Defining the Rights of Security Holders, including Indentures:
10 unchanged sentences
Incorporated by reference to Schedule 1(a) of the Note Purchase Agreement attached as Exhibit 10.1 to the Form 8-K filed on October 9, 2019 .
−Removed: Description of SJW Group’s capital stock registered under section 12 of the Securities Exchange Act of 1934 .
+Added: 4.6 Description of SJW Group’s capital stock registered under section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.6 to form 10-K for the year ended December 31, 2019 .
10.1 Water Supply Contract dated January 27, 1981, between San Jose Water Works and the Santa Clara Valley Water District, as amended.
Incorporated by reference to Exhibit 10.1 to Form 10-K for the year ended December 31, 2001 .
−Removed: Limited Partnership Agreement of 444 West Santa Clara Street, L.P., entered into as of September 2, 1999, between SJW Land Company and Toeniskoetter & Breeding, Inc.
−Removed: Incorporated by reference to Exhibit 10.18 to Form 10-Q for the quarter ended September 30, 1999 .
10.2 Grantor Trust Agreement by and between San Jose Water Company and Wells Fargo Bank, National Association dated November 2, 2012.
4 unchanged sentences
Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2018 .
+Added: 10.5 Second Amendment to Credit Agreement, dated May 11, 2020, between San Jose Water Company and JPMorgan Chase Bank, N.A.
+Added: Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2020 .
10.6 Loan Agreement dated as of June 1, 2010 between the California Pollution Control Financing Authority and San Jose Water Company.
28 unchanged sentences
Incorporated by reference to Exhibit 10.4 to Connecticut Water Service, Inc.’s Form 8-K filed on September 6, 2019 .
−Removed: Form of Letter Amendment to SJW Corp.
−Removed: Director Pension Plan.
−Removed: Incorporated by reference as Exhibit 10.25 to Form 10-K for the year ended December 31, 2007 .
10.18 San Jose Water Company Executive Supplemental Retirement Plan, as Amended and Restated on January 25, 2012, effective January 1, 2012.
18 unchanged sentences
Incorporated by reference as Exhibit 10.4 to Form 8-K filed on October 9, 2019 .
−Removed: Long-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013.
−Removed: Incorporated by reference as Exhibit 10.2 to Form 10-Q filed for the quarter ended June 30, 2013 .
+Added: 10.28 SJW Corp.
Long-Term Incentive Plan, as amended and restated on July 29, 2015.
2 unchanged sentences
Incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2016 .
+Added: 10.30 Second Amendment to the SJW Group Long-Term Incentive Plan dated October 28, 2020.
+Added: Incorporated by reference as Exhibit 10.1 to Form 10-Q filed for the quarter ended September 30, 2020 .
+Added: 10.31 Third Amendment to the SJW Group Long-Term Incentive Plan dated January 28, 2021 .
10.32 Employment Agreement of Mr.
9 unchanged sentences
Incorporated by reference to Exhibit 10.31 to Form 10-K for the year ended December 31, 2016 .
+Added: 10.36 SJW Corp.
Executive Officer Short-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013.
2 unchanged sentences
Incorporated by reference as Exhibit 10.33 to Form 10-K for the year ended December 31, 2016 .
+Added: 10.38 SJW Group Amended and Restated Executive Officer Short-Term Incentive Plan dated October 28, 2020.
+Added: Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2020 .
+Added: 10.39 First Amendment to the Executive Officer Short-Term Incentive Plan dated January 28, 2021 .
+Added: 10.40 SJW Corp.
Executive Severance Plan, as amended and restated, effective January 1, 2010 and amended effective October 26, 2010.
8 unchanged sentences
Incorporated by reference as Exhibit 10.3 to Form 8-K filed on October 9, 2019 .
+Added: 10.45 Fifth Amendment to the Executive Severance Plan effective December 18, 2020.
+Added: Incorporated by reference as Exhibit 10.1 to Form 8-K filed on December 22, 20 20 .
10.46 San Jose Water Company Special Deferral Election Plan, as amended and restated, effective January 1, 2013.
2 unchanged sentences
Incorporated by reference as Exhibit 10.37 to Form 10-K for the year ended December 31, 2016 .
+Added: 10.48 SJW Corp.
Amended and Restated Deferred Restricted Stock Program, effective January 1, 2008.
2 unchanged sentences
Incorporated by reference as Exhibit 10.39 to Form 10-K for the year ended December 31, 2016 .
+Added: 10.50 SJW Corp.
Deferral Election Program for Non-Employee Board Members, as amended and restated effective October 30, 2013.
6 unchanged sentences
Incorporated by reference as Exhibit 10.34 to Form 10-K for the year ended December 31, 2013 .
−Removed: First Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated October 26, 2016.
−Removed: Incorporated by reference as Exhibit 10.44 to Form 10-K for the year ended December 31, 2016 .
10.54 Second Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated November 15, 2016.
2 unchanged sentences
Incorporated by reference as Exhibit 10.48 to Form 10-K for the year ended December 31, 2018 .
−Removed: SJW Group Director Compensation and Expense Reimbursement Policies effective as of January 31, 2018.
−Removed: Incorporated by reference to Exhibit 10.53 to Form 10-K for the year ended December 31, 2017.
−Removed: SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as January 1, 2019.
−Removed: Incorporated by reference as Exhibit 10.50 to Form 10-K for the year ended December 31, 2018 .
10.56 SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of October 9, 2019.
2 unchanged sentences
Incorporated by reference as Exhibit 10.21 to Form 10-K for the year ended December 31, 2008 .
−Removed: Form of Chief Executive Officer SJW Group Restricted Stock Unit Issuance Agreement (TSR Goals).
+Added: 10.58 Form of SJW Group Restricted Stock Unit Issuance Agreement (TSR Goals).
Incorporated by reference to Exhibit 10.55 to Form 10-K for the year ended December 31, 2017.
1 unchanged sentence
Incorporated by reference as Exhibit 10.52 to Form 10-K for the year ended December 31, 2016 .
−Removed: Form of SJW Group Restricted Stock Unit Issuance Agreement (1-year ROE Goal).
+Added: 10.60 Form of SJW Group Restricted Stock Unit Issuance Agreement ( ROE Goal).
Incorporated by reference as Exhibit 10.54 to Form 10-K for the year ended December 31, 2016 .
9 unchanged sentences
10.65 Connecticut Water Service, Inc.
−Removed: 2004 Performance Stock Program, proposed to be effective as of April 23, 2004.
+Added: 2004 Performance Stock Program, effective as of April 23, 2004.
Incorporated by reference as Exhibit 99.2 to Form S-8 filed on October 9, 2019 .
10 unchanged sentences
2014 Performance Stock Program .
−Removed: Form of Restricted Share Award Agreement for non-employee Directors under the Connecticut Water Service, Inc.
−Removed: 2014 Performance Stock Program.
−Removed: Incorporate by reference to Exhibit 10.1 to Connecticut Water Service, Inc.’s Form 8-K filed on May 11, 2015 .
+Added: Incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended December 31, 2019 .
10.70 Form of Performance Unit Award Agreement (short-term vesting form) under Connecticut Water Service, Inc.’s 2014 Performance Stock Program.
4 unchanged sentences
1994 Performance Stock Program, 2004 Performance Stock Program, and 2014 Performance Stock Program .
+Added: Incorporated by reference to Exhibit 10.73 to Form 10-K for the year ended December 31, 2019 .
+Added: 10.73 Amended and Restated Supplemental Executive Retirement Agreement dated January 24, 2008 between The Connecticut Water Company and Eric W.
10.74 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Maureen P.
+Added: Incorporated by reference to Exhibit 10.74 to Form 10-K for the year ended December 31, 2019 .
10.75 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Kristen A.
−Removed: Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and David C.
+Added: Incorporated by reference to Exhibit 10.75 to Form 10-K for the year ended December 31, 2019 .
10.76 Amendment to the Amended and Restated Supplemental Executive Retirement Agreement effective as of November 1, 2019 between Kristen A.
Johnson and The Connecticut Water Company .
+Added: Incorporated by reference to Exhibit 10.77 to Form 10-K for the year ended December 31, 2019 .
10.77 Grantor Trust Agreement dated May 1, 2017, between Connecticut Water Service, Inc.
and Matrix Trust Company .
+Added: Incorporated by reference to Exhibit 10.78 to Form 10-K for the year ended December 31, 2019 .
+Added: 10.78 Deferred Compensation Agreement dated December 8, 2011 between The Connecticut Water Company and Eric W.
10.79 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Maureen P.
+Added: Incorporated by reference to Exhibit 10.79 to Form 10-K for the year ended December 31, 2019 .
10.80 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Kristen A.
−Removed: Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and David C.
+Added: Incorporated by reference to Exhibit 10.80 to Form 10-K for the year ended December 31, 2019 .
10.81 First Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 1, 2011, among Kristen A.
Johnson and The Connecticut Water Company .
+Added: Incorporated by reference to Exhibit 10.82 to Form 10-K for the year ended December 31, 2019 .
10.82 First Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 8, 2011, among Maureen P.
Westbrook and The Connecticut Water Company .
−Removed: First Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 9, 2011, among David C.
−Removed: Benoit and the Connecticut Water Company .
+Added: Incorporated by reference to Exhibit 10.83 to Form 10-K for the year ended December 31, 2019 .
10.83 Second Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 21, 2016, between the Connecticut Water Company and Maureen P.
+Added: Incorporated by reference to Exhibit 10.85 to Form 10-K for the year ended December 31, 2019 .
10.84 Second Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 20, 2016, between the Connecticut Water Company and Kristen A.
−Removed: Second Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 19, 2016, between the Connecticut Water Company and David C.
+Added: Incorporated by reference to Exhibit 10.86 to Form 10-K for the year ended December 31, 2019 .
10.85 Connecticut Water Company Deferred Compensation Plan, effective January 1, 2017.
1 unchanged sentence
10.86 First Amendment, effective October 9, 2019, to the Connecticut Water Company Deferred Compensation Plan, dated January 1, 2017 .
+Added: Incorporated by reference to Exhibit 10.89 to Form 10-K for the year ended December 31, 2019 .
10.87 Second Amendment, effective October 9, 2019, to the Connecticut Water Company Deferred Compensation Plan, dated January 1, 2017 .
−Removed: Amended and Restated Employment Agreement, dated December 23, 2008, among The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.
−Removed: First Amendment to Amended and Restated Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.
−Removed: and Maureen P.
−Removed: Amended and Restated Employment Agreement, dated October 9, 2019, among The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen Westbrook .
+Added: Incorporated by reference to Exhibit 10.90 to Form 10-K for the year ended December 31, 2019 .
+Added: 10.88 Amended and Restated Employment Agreement, dated October 9, 2019 , a mong The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.
+Added: Incorporated by reference to Exhibit 10.93 to Form 10-K for the year ended December 31, 2019 .
10.89 Amended and Restated Employment Agreement, dated December 30, 2008, among The Connecticut Water Company, Connecticut Water Service, Inc., and Kristen A.
+Added: Incorporated by reference to Exhibit 10.94 to Form 10-K for the year ended December 31, 2019 .
10.90 First Amendment to Amended and Restated Employment Agreement, dated March 8, 2013, among The Connecticut Water Company, Connecticut Water Service, Inc.
6 unchanged sentences
and Kristen A.
−Removed: Amended and Restated Employment Agreement of The Connecticut Water Company, Connecticut Water Service, Inc., with David C.
−Removed: Benoit dated December 23, 2008 .
−Removed: First Amendment to Amended and Restated Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: I ncorporated by reference to Exhibit 10.97 to Form 10-K for the year ended December 31, 2019 .
+Added: 16.1 Letter from KPMG LLP to the Securities and Exchange Commission, dated August 14, 2020.
+Added: Incorporated by reference to Exhibit 16.1 to Form 8-K filed on August 17, 2020 .
21.1 Subsidiaries of SJW Group.
−Removed: Consent of Independent Registered Public Accounting Firm.
+Added: 23.1 Consent of KPMG LLP.
+Added: 23.2 Consent of Deloitte & Touche LLP.
31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a) by President and Chief Executive Officer .
4 unchanged sentences
Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
−Removed: XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
+Added: 101.SCH XBRL Taxonomy Extension Schema Document
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
4 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: March 2, 2020
+Added: March 1, 2021 By /s/ Eric W.
President, Chief Executive Officer and
2 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: March 2, 2020
+Added: March 1, 2021 By /s/ Eric W.
President, Chief Executive Officer and
1 unchanged sentence
(Principal executive officer)
−Removed: March 2, 2020
+Added: March 1, 2021 By /s/ James P.
Chief Financial Officer and Treasurer
(Principal financial officer)
−Removed: March 2, 2020
−Removed: /s/ Wendy Avila-Walker
+Added: March 1, 2021 By /s/ Wendy Avila-Walker
WENDY AVILA-WALKER,
2 unchanged sentences
(Principal accounting officer)
−Removed: March 2, 2020
−Removed: /s/ Katharine Armstrong
+Added: March 1, 2021 By /s/ Katharine Armstrong
KATHARINE ARMSTRONG,
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Walter J.
+Added: March 1, 2021 By /s/ Walter J.
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Mary Ann Hanley
+Added: March 1, 2021 By /s/ Carl Guardino
+Added: CARL GUARDINO,
+Added: Member, Board of Directors
+Added: March 1, 2021 By /s/ Mary Ann Hanley
MARY ANN HANLEY,
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Heather Hunt
+Added: March 1, 2021 By /s/ Heather Hunt
HEATHER HUNT,
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Douglas R.
−Removed: Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Gregory P.
+Added: March 1, 2021 By /s/ Gregory P.
Member, Board of Directors
−Removed: March 2, 2020
+Added: March 1, 2021 By /s/ Debra C.
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Daniel B.
+Added: March 1, 2021 By /s/ Daniel B.
Member, Board of Directors
−Removed: March 2, 2020
−Removed: /s/ Robert A.
+Added: March 1, 2021 By /s/ Robert A.
Member, Board of Directors
−Removed: March 2, 2020
+Added: March 1, 2021 By /s/ Carol P.
Member, Board of Directors
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.