What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-03-01 · 43 added, 37 removed, 321 unchanged (20% of the section changed)

9 unchanged sentences

Based on this assessment, management has concluded SJW Group’s internal control over financial reporting as of December 31, 2021 was effective.

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.

Our independent registered public accounting firm, DELOITTE & TOUCHE LLP (PCAOB ID No.

34 ), 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

3 unchanged sentences

The content of SJW Group’s website is not incorporated by reference to or part of this report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Directors, Executive Officers and Corporate Governance

1 unchanged sentence

Code of Ethics

SJW Group has adopted a code of ethics that applies to SJW Group’s Chief Executive Officer, Chief Financial Officer, Controller and all other officers.

SJW Group has adopted a code of ethics that applies to SJW Group’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and all other officers.

The text of the code of ethics is available, free of charge, at the Company’s website at http://www.sjwgroup.com .

20 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Years ended December 31, 2021, 2020 a nd 2019

Notes to Consolidated Financial Statements

7 unchanged sentences

EXHIBIT INDEX

1.1 Underwriting Agreement, dated as of November 28, 2018.

Incorporated by reference to Exhibit 1.1 to Form 8-K filed on December 3, 2018 .

1.1 Underwriting Agreement, dated as of March 8, 2021.

Incorporated by reference to Exhibit 1.1 to Form 8-K filed on March 9, 2021 .

1.2 Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P.

Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.

Incorporated by reference to Exhibit 1.1 to the Form 8-K filed on November 17, 2021 .

2.1 Agreement and Plan of Merger, dated as of March 14, 2018, by and among SJW Group, Hydro Sub, Inc.

34 unchanged sentences

Incorporated by reference as Exhibit 10.4 to Form 10-K for the year ended December 31, 2012 .

10.3 Credit Agreement, dated June 1, 2016, between San Jose Water Company and JPMorgan Chase Bank, N.A.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 3, 2016 .

10.4 First Amendment to Credit Agreement, dated January 12, 2018, between San Jose Water Company and JP Morgan Chase Bank, N.A.

Incorporated by reference to Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2018 .

10.5 Second Amendment to Credit Agreement, dated May 11, 2020, between San Jose Water Company and JPMorgan Chase Bank, N.A.

Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2020 .

10.3 Credit Agreement, dated April 23, 2021, between San Jose Water Company and JPMorgan Chase Bank, N.A.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 27, 2021 .

10.4 Loan Agreement dated as of June 1, 2010 between the California Pollution Control Financing Authority and San Jose Water Company.

17 unchanged sentences

Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 9, 2019 .

10.12 Note Purchase Agreement among The Connecticut Water Company and Purchasers listed therein, dated August 4, 2021.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2021 .

10.13 Master Loan Agreement between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012.

37 unchanged sentences

10.30 Third Amendment to the SJW Group Long-Term Incentive Plan dated January 28, 2021 .

Incorporated by reference to Exhibit 10.31 to Form 10-K for the year ended December 31, 2020 .

10.31 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 .

10.36 SJW Corp.

Executive Officer Short-Term Incentive Plan, as amended and restated on January 30, 2013 effective as of April 24, 2013.

Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2013 .

10.37 First Amendment to the Executive Officer Short-Term Incentive Plan dated November 15, 2016.

Incorporated by reference as Exhibit 10.33 to Form 10-K for the year ended December 31, 2016 .

10.35 SJW Group Amended and Restated Executive Officer Short-Term Incentive Plan dated October 28, 2020.

1 unchanged sentence

10.36 First Amendment to the Executive Officer Short-Term Incentive Plan dated January 28, 2021 .

Incorporated by reference to Exhibit 10.3 9 to Form 10-K for the year ended December 31, 2020 .

10.37 SJW Corp.

33 unchanged sentences

Incorporated by reference as Exhibit 10.48 to Form 10-K for the year ended December 31, 2018 .

10.53 Fourth Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated September 8, 2021.

Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 14, 2021 .

10.54 SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of October 9, 2019.

40 unchanged sentences

10.71 Amended and Restated Supplemental Executive Retirement Agreement dated January 24, 2008 between The Connecticut Water Company and Eric W.

Incorporated by reference to Exhibit 10.

73 to Form 10-K for the year ended December 31, 2020 (2)

10.72 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Maureen P.

9 unchanged sentences

10.76 Deferred Compensation Agreement dated December 8, 2011 between The Connecticut Water Company and Eric W.

Incorporated by reference to Exhibit 10.

78 to Form 10-K for the year ended December 31, 2020 .

10.77 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Maureen P.

18 unchanged sentences

Incorporated by reference to Exhibit 10.90 to Form 10-K for the year ended December 31, 2019 .

10.88 Amended and Restated Employment Agreement, dated October 9, 2019 , a mong The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.

10.86 Third Amendment, effective July 28, 2021, to the Connecticut Water Company Deferred Compensation Plan, dated January 1, 2017.

Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 202 1.

10.87 Amended and Restated Employment Agreement, dated October 9, 2019, among The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.

Incorporated by reference to Exhibit 10.93 to Form 10-K for the year ended December 31, 2019 .

10 unchanged sentences

I ncorporated by reference to Exhibit 10.97 to Form 10-K for the year ended December 31, 2019 .

10.92 SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of January, 1 2022 .

10.93 Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members effective as of October 28, 2021 .

16.1 Letter from KPMG LLP to the Securities and Exchange Commission, dated August 14, 2020.

21 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.

March 1, 2021 By /s/ Eric W.

February 25, 2022 By /s/ Eric W.

President, Chief Executive Officer and

Chairman of the Board

Chair of the Board

(Principal executive officer)

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.

March 1, 2021 By /s/ Eric W.

February 25, 2022 By /s/ Eric W.

President, Chief Executive Officer and

Chairman of the Board

Chair of the Board

(Principal executive officer)

March 1, 2021 By /s/ James P.

February 25, 2022 By /s/ Andrew F.

Chief Financial Officer and Treasurer

(Principal financial officer)

March 1, 2021 By /s/ Wendy Avila-Walker

WENDY AVILA-WALKER,

Vice President of Finance, Controller

and Assistant Treasurer

February 25, 2022 By /s/ James P.

Chief Accounting Officer

(Principal accounting officer)

March 1, 2021 By /s/ Katharine Armstrong

February 25, 2022 By /s/ Katharine Armstrong

KATHARINE ARMSTRONG,

Member, Board of Directors

March 1, 2021 By /s/ Walter J.

February 25, 2022 By /s/ Walter J.

Member, Board of Directors

March 1, 2021 By /s/ Carl Guardino

February 25, 2022 By /s/ Carl Guardino

CARL GUARDINO,

Member, Board of Directors

March 1, 2021 By /s/ Mary Ann Hanley

February 25, 2022 By /s/ Mary Ann Hanley

MARY ANN HANLEY,

Member, Board of Directors

March 1, 2021 By /s/ Heather Hunt

February 25, 2022 By /s/ Heather Hunt

HEATHER HUNT,

Member, Board of Directors

March 1, 2021 By /s/ Gregory P.

Member, Board of Directors

March 1, 2021 By /s/ Debra C.

February 25, 2022 By /s/ Rebecca A.

Member, Board of Directors

March 1, 2021 By /s/ Daniel B.

February 25, 2022 By /s/ Gregory P.

Member, Board of Directors

March 1, 2021 By /s/ Robert A.

February 25, 2022 By /s/ Daniel B.

Member, Board of Directors

March 1, 2021 By /s/ Carol P.

February 25, 2022 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.

What changed 10-K

Item 9A. Controls and Procedures