18 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item is contained in part under the caption “Officers of the Registrant” in Part I, Item 1, of this report, and in SJW Group’s Proxy Statement for its 2022 Annual Meeting of Stockholders to be held on April 27, 2022 (the “2022 Proxy Statement”) under the captions “Proposal 1—Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference.
−Removed: Code of Ethics
−Removed: 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.
−Removed: The text of the code of ethics is available, free of charge, at the Company’s website at http://www.sjwgroup.com .
−Removed: SJW Group intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics by posting such information on its website.
−Removed: 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 SJW Group’s website at http://www.sjwgroup.com .
−Removed: Stockholders may also request a free hard copy of the Corporate Governance Policies and the charters from the following address and phone number:
−Removed: 110 West Taylor Street
−Removed: San Jose, CA 95110
−Removed: Corporate Secretary
+Added: The information required by this item is contained in part under the caption “Executive Officers of the Registrant” in Part I, Item 1, of this report, and in SJW Group’s Proxy Statement for its 2023 Annual Meeting of Stockholders to be held on April 26, 2023 (the “2023 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.
Executive Compensation
12 unchanged sentences
Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2022, 2021 and 2020
−Removed: Consolidated Statements of Cash Flows for the Years ended December 31, 2021, 2020 a nd 2019
+Added: Consolidated Statements of Cash Flows for the Years ended December 31, 2022, 202 1 and 2020
Notes to Consolidated Financial Statements
7 unchanged sentences
EXHIBIT INDEX
−Removed: 1.1 Underwriting Agreement, dated as of March 8, 2021.
−Removed: Incorporated by reference to Exhibit 1.1 to Form 8-K filed on March 9, 2021 .
1.1 Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P.
37 unchanged sentences
Incorporated by reference as Exhibit 10.4 to Form 10-K for the year ended December 31, 2012 .
+Added: 10.3 Credit Agreement among SJW Group, San Jose Water Company, SJWTX, Inc., Connecticut Water Service Inc., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association, dated August 2, 2022.
+Added: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2022.
10.4 Credit Agreement, dated April 23, 2021, between San Jose Water Company and JPMorgan Chase Bank, N.A.
23 unchanged sentences
Incorporated by reference to Exhibit 10.1 to Connecticut Water Service, Inc.’s Form 8-K filed on November 2, 2012 .
−Removed: 10.14 Letter Agreement between Connecticut Water Service, Inc.
−Removed: and Citizens Bank, N.A., dated December 14, 2018.
−Removed: Incorporated by reference to Exhibit 10.4 to Connecticut Water Service, Inc.’s Form 8-K filed on December 17, 2018 .
−Removed: 10.15 First Modification of Revolving Credit Facility between Connecticut Water Service, Inc.
−Removed: and Citizens Bank, N.A., dated Sept.
−Removed: Incorporated by reference as Exhibit 10.3 to Connecticut Water Service, Inc.’s Form 8-K filed on September 6, 2019 .
−Removed: 10.16 Second Amended and Restated Promissory Note between Connecticut Water Service, Inc.
−Removed: and Citizens Bank, N.A., dated September 4, 2019.
−Removed: Incorporated by reference to Exhibit 10.4 to Connecticut Water Service, Inc.’s Form 8-K filed on September 6, 2019 .
10.15 San Jose Water Company Executive Supplemental Retirement Plan, as Amended and Restated on January 25, 2012, effective January 1, 2012.
33 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 7, 2020 .
−Removed: 10.33 Offer Letter to Mr.
−Removed: Lynch dated September 22, 2010 and accepted September 27, 2010.
−Removed: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 1, 2010 .
+Added: 10.31 Separation Agreement between SJW Group and Mr.
+Added: Lynch, dated December 20, 2022.
+Added: Incorporated by reference as Exhibit 10.1 to Form 8-K filed on December 23, 2022.
10.32 Standard Form of SJW Group Stock Option Agreement.
4 unchanged sentences
Incorporated by reference to Exhibit 10.39 to Form 10-K for the year ended December 31, 2020 .
−Removed: 10.37 SJW Corp.
−Removed: Executive Severance Plan, as amended and restated, effective January 1, 2010 and amended effective October 26, 2010.
−Removed: Incorporated by reference as Exhibit 10.23 to Form 10-K for the year ended December 31, 2010 .
−Removed: 10.38 First Amendment to the Executive Severance Plan dated November 15, 2016.
−Removed: Incorporated by reference as Exhibit 10.35 to Form 10-K for the year ended December 31, 2016 .
−Removed: 10.39 Second Amendment to the Executive Severance Plan dated July 26, 2017.
−Removed: Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2017 .
−Removed: 10.40 Third Amendment to the Executive Severance Plan effective November 6, 2017.
−Removed: Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2017 .
−Removed: 10.41 Fourth Amendment to the Executive Severance Plan effective October 9, 2019.
+Added: 10.35 Amended and Restated Executive Severance Plan, dated October 26, 2022.
Incorporated by reference as Exhibit 10.1 to Form 8-K filed on October 28, 2022.
−Removed: 10.42 Fifth Amendment to the Executive Severance Plan effective December 18, 2020.
−Removed: Incorporated by reference as Exhibit 10.1 to Form 8-K filed on December 22, 2020 .
10.36 San Jose Water Company Special Deferral Election Plan, as amended and restated, effective January 1, 2013.
14 unchanged sentences
Incorporated by reference as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2017 .
−Removed: 10.50 Formulaic Equity Award Program for Non-Employee Board Members.
−Removed: Incorporated by reference as Exhibit 10.34 to Form 10-K for the year ended December 31, 2013 .
10.43 Second Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated November 15, 2016.
4 unchanged sentences
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 14, 2021 .
−Removed: 10.54 SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of October 9, 2019.
−Removed: Incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 9, 2019 .
−Removed: 10.55 Deferred Restricted Stock Award Agreement, amended and restated, as of October 22, 2008 for Non-Employee Board Members.
−Removed: Incorporated by reference as Exhibit 10.21 to Form 10-K for the year ended December 31, 2008 .
10.46 Form of SJW Group Restricted Stock Unit Issuance Agreement (TSR Goals).
36 unchanged sentences
10.61 Amended and Restated Supplemental Executive Retirement Agreement dated January 24, 2008 between The Connecticut Water Company and Eric W.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 73 to Form 10-K for the year ended December 31, 2020 (2)
+Added: Incorporated by reference to Exhibit 10.73 to Form 10-K for the year ended December 31, 2020 (2)
10.62 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Maureen P.
9 unchanged sentences
10.66 Deferred Compensation Agreement dated December 8, 2011 between The Connecticut Water Company and Eric W.
−Removed: Incorporated by reference to Exhibit 10.
−Removed: 78 to Form 10-K for the year ended December 31, 2020 .
+Added: Incorporated by reference to Exhibit 10.78 to Form 10-K for the year ended December 31, 2020 .
10.67 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Maureen P.
33 unchanged sentences
I ncorporated by reference to Exhibit 10.97 to Form 10-K for the year ended December 31, 2019 .
−Removed: 10.92 SJW Group Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of January, 1 2022 .
−Removed: 10.93 Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members effective as of October 28, 2021 .
−Removed: 16.1 Letter from KPMG LLP to the Securities and Exchange Commission, dated August 14, 2020.
−Removed: Incorporated by reference to Exhibit 16.1 to Form 8-K filed on August 17, 2020 .
+Added: 10.82 Amended and Restated Director Compensation and Expense Reimbursement Policies effective as of January 1, 2023.
+Added: Incorporated by reference as Exhibit 10.3 to Form 10-Q for the quarter ended September 30, 2022.
+Added: 10.83 Amended and Restated Formulaic Equity Award Program for Non-Employee Board Members effective as of January 1, 2023.
+Added: Incorporated by reference as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2022.
+Added: 10.84 Amendment Letter to Amended and Restated Employment Agreement, effective as of October 6, 2022, among The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.
+Added: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 7, 2022.
+Added: 10.85 Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: 10.86 First Amendment to Employment Agreement, effective as of January 18, 2020, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: 10.87 Second Amendment to Employment Agreement, effective as of January 1, 2023, among The Connecticut Water Company, Connecticut Water Service, Inc.
21.1 Subsidiaries of SJW Group.
−Removed: 23.1 Consent of KPMG LLP.
23.1 Consent of Deloitte & Touche LLP .
29 unchanged sentences
(Principal financial officer)
−Removed: February 25, 2022 By /s/ James P.
−Removed: Chief Accounting Officer
−Removed: (Principal accounting officer)
−Removed: February 25, 2022 By /s/ Katharine Armstrong
−Removed: KATHARINE ARMSTRONG,
−Removed: Member, Board of Directors
+Added: February 24, 2023 By /s/ Wendy Avila-Walker
+Added: WENDY AVILA-WALKER
+Added: Vice President of Finance, Controller
February 24, 2023 By /s/ Walter J.
18 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.