16 unchanged sentences
The content of SJW Group’s website is not incorporated by reference to or part of this report.
+Added: There is no information that was required to be disclosed in a report on Form 8-K during the fourth quarter of 2023 but was not reported.
+Added: In the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5-1 trading arrangement for the purchase or sale of our securities, within the meaning of Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
Directors, Executive Officers and Corporate Governance
−Removed: 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.
+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 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) under the captions “PROPOSAL 1 ELECTION OF DIRECTORS” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.
Executive Compensation
25 unchanged sentences
Incorporated by reference to Exhibit 1.1 to the Form 8-K filed on November 17, 2021 .
−Removed: 2.1 Agreement and Plan of Merger, dated as of March 14, 2018, by and among SJW Group, Hydro Sub, Inc.
−Removed: and Connecticut Water Service, Inc.
−Removed: Incorporated by reference as Exhibit 2.1 to Form 8-K filed on March 15, 2018 .
−Removed: 2.2 Amended and Restated Agreement and Plan of Merger, dated as of May 30, 2018, by and among SJW Group, Hydro Sub, Inc.
−Removed: and Connecticut Water Service, Inc.
−Removed: Incorporated by reference as Exhibit 2.1 to Form 8-K filed on May 31, 2018 .
−Removed: 2.3 Second Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among SJW Group, Hydro Sub, Inc.
−Removed: and Connecticut Water Service, Inc.
−Removed: Incorporated by reference as Exhibit 2.1 to Form 8-K filed on August 6, 2018 .
+Added: 1.2 Amendment 1, dated March 1, 2023, to the Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P.
+Added: Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC.
+Added: Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 1, 2023.
3.1 Certificate of Incorporation of SJW Group.
4 unchanged sentences
Incorporated by reference to Exhibit 3.1 to Form 8-K filed on April 25, 2019 .
−Removed: 3.4 Bylaws of SJW Group.
−Removed: Incorporated by reference to Exhibit 3.2 to Form 8-K filed on November 15, 2016 .
−Removed: 3.5 Amended and Restated Bylaws of SJW Group effective as of January 25, 2017.
−Removed: Incorporated by reference to Exhibit 3.1 to the Form 8-K filed on January 26, 2017 .
+Added: 3.4 This Composite Amended and Restated Certificate of Incorporation of SJW Group reflects the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, as amended and restated on April 24, 2019 and all amendments thereto filed with the Delaware Secretary of State thereafter on or prior to February 22, 2024, but is not an amendment or restatement thereof.
+Added: 3.5 Amended and Restated Bylaws of SJW Group, effective as of December 11, 2023.
+Added: Inc orporated by reference to Exhibit 3.1 to the Fo rm 8-K filed on December 15, 2023.
4.1 Instruments Defining the Rights of Security Holders, including Indentures:
−Removed: Except as listed below in Exhibit 4.5, no issue of the registrant’s long-term debt exceeds 10 percent of its total assets.
SJW Group hereby agrees to furnish upon request to the Commission a copy of each such instrument defining the rights of holders of unregistered senior and subordinated debt of the Company.
6 unchanged sentences
SJW Group agrees to furnish to the Commission upon request a copy of such agreement which it has elected not to file under the provisions of Regulation S-K 601(b)(4)(iii).
−Removed: 4.5 Form of 3.05% Senior Notes due November 1, 2029.
−Removed: 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 .
4.5 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 .
24 unchanged sentences
Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 28, 2019 .
−Removed: 10.12 Note Purchase Agreement among SJW Group and Purchases listed therein, dated October 8, 2019, along with the forms of senior notes.
+Added: 10.12 Note Purchase Agreement among SJW Group and Purchasers listed therein, dated October 8, 2019, along with the forms of senior notes.
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 9, 2019 .
−Removed: 10.13 Note Purchase Agreement among The Connecticut Water Company and Purchasers listed therein, dated August 4, 2021.
−Removed: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2021 .
−Removed: 10.14 Master Loan Agreement between The Connecticut Water Company and CoBank, ACB, dated October 29, 2012.
−Removed: Incorporated by reference to Exhibit 10.1 to Connecticut Water Service, Inc.’s Form 8-K filed on November 2, 2012 .
10.13 San Jose Water Company Executive Supplemental Retirement Plan, as Amended and Restated on January 25, 2012, effective January 1, 2012.
Incorporated by reference as Exhibit 10.20 to Form 10-K for the year ended December 31, 2011 .
−Removed: 10.16 The First Amendment to the Executive Supplemental Retirement Plan effective November 15, 2016.
+Added: 10.14 First Amendment to the San Jose Water Company Executive Supplemental Retirement Plan effective November 15, 2016.
Incorporated by reference to Exhibit 10.14 to the Form 10-K for the year ended December 31, 2016 .
−Removed: 10.17 The Second Amendment to the Executive Supplemental Retirement Plan effective October 9, 2019.
+Added: 10.15 Second Amendment to the San Jose Water Company Executive Supplemental Retirement Plan effective October 9, 2019.
Incorporated by reference to Exhibit 10.5 to the Form 8-K filed on October 9, 2019 .
28 unchanged sentences
Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 7, 2020 .
−Removed: 10.31 Separation Agreement between SJW Group and Mr.
−Removed: Lynch, dated December 20, 2022.
−Removed: Incorporated by reference as Exhibit 10.1 to Form 8-K filed on December 23, 2022.
−Removed: 10.32 Standard Form of SJW Group Stock Option Agreement.
−Removed: Incorporated by reference to Exhibit 10.31 to Form 10-K for the year ended December 31, 2016 .
10.29 SJW Group Amended and Restated Executive Officer Short-Term Incentive Plan dated October 28, 2020.
38 unchanged sentences
Incorporated by reference to Exhibit 10.21 to Connecticut Water Service, Inc.’s Form 10-K for the year ended December 31, 1989.
−Removed: 10.52 Connecticut Water Service, Inc.
−Removed: 1994 Performance Stock Program.
−Removed: Incorporated by reference as Exhibit 99.3 to Form S-8 filed on October 9, 2019 .
−Removed: 10.53 Connecticut Water Service, Inc.
−Removed: 2004 Performance Stock Program, effective as of April 23, 2004.
−Removed: Incorporated by reference as Exhibit 99.2 to Form S-8 filed on October 9, 2019 .
−Removed: 10.54 First Amendment to The Connecticut Water Service, Inc.
−Removed: 2004 Performance Stock Program, dated January 7, 2004.
−Removed: Incorporated by reference to Exhibit 10.23f to Connecticut Water Service, Inc.’s Form 10-K for the year ended December 31, 2005 .
−Removed: 10.55 Second Amendment to The Connecticut Water Service, Inc.
−Removed: 2004 Performance Stock Program, dated January 1, 2008.
−Removed: Incorporated by reference to Exhibit 10.6 to Connecticut Water Service, Inc.’s Form 8-K filed on January 31, 2008 .
−Removed: 10.56 Connecticut Water Service, Inc.
−Removed: 2014 Performance Stock Program.
−Removed: Incorporated by reference as Exhibit 99.1 to Form S-8 filed on October 9, 2019 .
−Removed: 10.57 First Amendment effective October 9, 2019 to The Connecticut Water Service, Inc.
−Removed: 2014 Performance Stock Program.
−Removed: Incorporated by reference to Exhibit 10.69 to Form 10-K for the year ended December 31, 2019 .
−Removed: 10.58 Form of Performance Unit Award Agreement (short-term vesting form) under Connecticut Water Service, Inc.’s 2014 Performance Stock Program.
−Removed: Incorporated by reference to Exhibit 10.9 to Connecticut Water Service, Inc.’s Form 10-K for the year ended December 31, 2016 .
−Removed: 10.59 Form of Performance Unit Award Agreement (long-term vesting form) under Connecticut Water Service, Inc.’s 2014 Performance Stock Program.
−Removed: Incorporated by reference to Exhibit 10.10 to Connecticut Water Service, Inc.’s Form 10-K for the year ended December 31, 2016 .
−Removed: 10.60 Form of Assumption Agreement for Incentive Awards under the Connecticut Water Service, Inc.
−Removed: 1994 Performance Stock Program, 2004 Performance Stock Program, and 2014 Performance Stock Program.
−Removed: Incorporated by reference to Exhibit 10.73 to Form 10-K for the year ended December 31, 2019 .
10.48 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)
−Removed: 10.62 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Maureen P.
−Removed: Incorporated by reference to Exhibit 10.74 to Form 10-K for the year ended December 31, 2019 .
10.49 Amended and Restated Supplemental Executive Retirement Agreement dated November 15, 2017 between The Connecticut Water Company and Kristen A.
8 unchanged sentences
Incorporated by reference to Exhibit 10.78 to Form 10-K for the year ended December 31, 2020 .
−Removed: 10.67 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Maureen P.
−Removed: Incorporated by reference to Exhibit 10.79 to Form 10-K for the year ended December 31, 2019 .
10.53 Amended and Restated Deferred Compensation Agreement, effective January 1, 2011, between The Connecticut Water Company and Kristen A.
3 unchanged sentences
Incorporated by reference to Exhibit 10.82 to Form 10-K for the year ended December 31, 2019 .
−Removed: 10.70 First Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 8, 2011, among Maureen P.
−Removed: Westbrook and The Connecticut Water Company.
−Removed: Incorporated by reference to Exhibit 10.83 to Form 10-K for the year ended December 31, 2019 .
−Removed: 10.71 Second Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 21, 2016, between the Connecticut Water Company and Maureen P.
−Removed: Incorporated by reference to Exhibit 10.85 to Form 10-K for the year ended December 31, 2019 .
10.55 Second Amendment to the Amended and Restated Deferred Compensation Agreement, dated as of December 20, 2016, between the Connecticut Water Company and Kristen A.
8 unchanged sentences
Incorporated by reference as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 202 1.
−Removed: 10.77 Amended and Restated Employment Agreement, dated October 9, 2019, among The Connecticut Water Company, Connecticut Water Service, Inc., and Maureen P.
−Removed: Incorporated by reference to Exhibit 10.93 to Form 10-K for the year ended December 31, 2019 .
10.60 Amended and Restated Employment Agreement, dated December 30, 2008, among The Connecticut Water Company, Connecticut Water Service, Inc., and Kristen A.
13 unchanged sentences
Incorporated by reference as Exhibit 10.4 to Form 10-Q for the quarter ended September 30, 2022.
−Removed: 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.
−Removed: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 7, 2022.
Employment Agreement, dated April 1, 2014, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: Incorporated by reference to Exhibit 10.85 to the Form 10-K filed on February 24, 2023.
First Amendment to Employment Agreement, effective as of January 18, 2020, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: Incorporated by reference to Exhibit 10.86 to the Form 10-K filed on February 24, 2023.
Second Amendment to Employment Agreement, effective as of January 1, 2023, among The Connecticut Water Company, Connecticut Water Service, Inc.
+Added: Incorporated by reference to Exhibit 10.87 to the Form 10-K filed on February 24, 2023.
+Added: 10.69 S JW Group 2023 Long-Term Incentive Plan .
+Added: Incor porated by reference to Appendix I to the Proxy Statement filed on March 9, 2023.
+Added: 10.70 S JW Group 2023 Employee Stock P urchase Plan .
+Added: Incorporated by reference to Appendix II to the Proxy Statement filed on March 9, 2023.
+Added: 10.71 Transition and Separation Agreement and Release, dated July 6, 2023, by Andrew R.
+Added: Gere and San Jose Water Company.
+Added: Incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 7, 2023.
+Added: 10.72 First Amendment to Credit Agreement, dated August 2, 2023, between SJW Group, San Jose Water Company, SJWTX, Inc., Connecticut Water Service, Inc., JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders party thereto.
+Added: Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 2, 2023.
21.1 Subsidiaries of SJW Group.
6 unchanged sentences
Section 1350 by Chief Financial Officer and Treasurer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
+Added: 97.1 SJW Group Clawback Policy.
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
22 unchanged sentences
(Principal financial officer)
−Removed: February 24, 2023 By /s/ Wendy Avila-Walker
−Removed: WENDY AVILA-WALKER
−Removed: Vice President of Finance, Controller
−Removed: February 24, 2023 By /s/ Walter J.
−Removed: Member, Board of Directors
+Added: February 22, 2024 By /s/ Mohammed G.
+Added: Senior Vice President of Finance
+Added: (Principal accounting officer)
February 22, 2024 By /s/ Carl Guardino
9 unchanged sentences
Member, Board of Directors
+Added: February 22, 2024 By /s/ Denise L.
+Added: Member, Board of Directors
February 22, 2024 By /s/ Gregory P.
5 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.