What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-01 · 79 added, 47 removed, 253 unchanged (33% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2021.

Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded as of December 31, 2021 that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective.

Management’s Report on Internal Control over Financial Reporting

Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded as of December 31, 2022 that the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Unitil management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, based upon criteria established in the “Internal Control–Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, Unitil management concluded that Unitil’s internal control over financial reporting was effective as of December 31, 2021.

Under the supervision and with the participation of management, including the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Unitil management has evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, based upon criteria established in the “Internal Control–Integrated Framework”

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, Unitil management concluded that Unitil’s internal control over financial reporting was effective as of December 31, 2022.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report which appears in Part II, Item 8 herein.

Changes in Internal Control over Financial Reporting

There have been no changes in Unitil’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.

There have been no changes in Unitil’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.

Other Information

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

Information required by this Item is set forth in the “Proposal 1:

Election of Directors” section and the “Description of Management” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, is set forth in the “Corporate Governance and Policies of the Board—Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information regarding the Company’s Audit Committee is set forth in the “Committees of the Board—Audit Committee” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information regarding the Company’s Code of Ethics is set forth in the “Corporate Governance and Policies of the Board—Code of Ethics” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information regarding procedures by which shareholders may recommend nominees to the Company’s Board of Directors is set forth in the “Corporate Governance and Policies of the Board—Nominations” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information required by this Item is set forth in the “Proposal 1:

Election of Directors”

section and the “Description of Management”

section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Information regarding the Company’s Audit Committee is set forth in the “Committees of the Board—Audit Committee”

section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Information regarding the Company’s Code of Ethics is set forth in the “Corporate Governance and Policies of the Board—Code of Ethics”

section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Executive Compensation

Information required by this Item is set forth in the “Compensation Discussion and Analysis” and “Compensation of Named Executive Officers” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information required by this Item is set forth in the “Compensation Discussion and Analysis”

and “Compensation of Named Executive Officers”

sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this Item is set forth in the “Beneficial Ownership” section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022, as well as the Equity Compensation Plan Information table in Part II, Item 5 of this Form 10-K.

Information required by this Item is set forth in the “Beneficial Ownership”

section of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023, as well as the Equity Compensation Plan Information table in Part II, Item 5 of this Form 10-K.

Certain Relationships and Related Transactions, and Director Independence

Information required by this Item is set forth in the “Corporate Governance and Policies of the Board—Transactions with Related Persons” and the “Corporate Governance and Policies of the Board—Director Independence” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information required by this Item is set forth in the “Corporate Governance and Policies of the Board—Transactions with Related Persons”

and the “Corporate Governance and Policies of the Board—Director Independence”

sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Principal Accountant Fees and Services

Information required by this Item is set forth in the “Audit Committee Report—Principal Accountant Fees and Services” and the “Audit Committee Report—Audit Committee Pre-Approval Policy” sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 27, 2022.

Information required by this Item is set forth in the “Audit Committee Report—Principal Accountant Fees and Services”

and the “Audit Committee Report—Audit Committee Pre-Approval Policy”

sections of the Proxy Statement relating to the Annual Meeting of Shareholders to be held April 26, 2023.

Exhibits and Financial Statement Schedules

(a) (1) and (2)— LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) and (2)—

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

The following financial statements are included herein under Part II, Item 8, Financial Statements and Supplementary Data:

1 unchanged sentence

Consolidated Statements of Earnings for the years ended December 31, 2022, 2021 and 2020

Consolidated Balance Sheets—December 31, 2021 and 2020

Consolidated Balance Sheets—December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

23 unchanged sentences

Exhibit 4.18 to Form 10-K for 1993 (SEC File No.

Exhibit Number

Description of Exhibit

Fitchburg Note Agreement dated January 15, 1999 for the 7.37% Notes due January 15, 2029.

4 unchanged sentences

Exhibit 4.7 to Form 10-K for 2003 (SEC File No.

Exhibit Number

Description of Exhibit

Fitchburg Note Agreement dated December 21, 2005 for the 5.90% Notes due December 15, 2030.

21 unchanged sentences

Exhibit 4.6 to Form 8-K dated August 1, 2016 (SEC File No.

Exhibit Number

Description of Exhibit

3.70% Senior Note, Series 2016, dated as of August 1, 2016 purchased by United of Omaha Life Insurance Company in the principal amount of $3,000,000.

5 unchanged sentences

Exhibit 4.1 to Form 8-K dated July 14, 2017 (SEC File No.

Exhibit Number

Description of Exhibit

Note Purchase Agreement dated July 14, 2017 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein for the 3.52% Senior Notes, Series 2017A, due November 1, 2027 and the 4.32% Senior Notes, Series 2017B, due November 1, 2047.

28 unchanged sentences

Exhibit 4.1 to Form 8-K dated September 12, 2019 (SEC File No.

Exhibit Number

Description of Exhibit

4.04% Senior Note, Series 2019, due September 12, 2049, issued by Northern Utilities, Inc.

8 unchanged sentences

Exhibit 4.1 to Form 8-K dated September 15, 2020 (SEC File No.

Exhibit Number

Description of Exhibit

3.78% Senior Note, Series 2020, due September 15, 2040, issued by Northern Utilities, Inc.

28 unchanged sentences

Exhibit 4.49 to Form 10-K for 2020 (SEC File No.

Exhibit Number

Description of Exhibit

Mortgage Loan Note dated December 18, 2020 issued to TD Bank, N.A.

Exhibit 4.50 to Form 10-K for 2020 (SEC File No.

Description of Registrant’s Securities

Filed herewith

Description of Registrant’s Securities

Exhibit 4.50 to Form 10-K for 2021 (SEC File No.

Third Amended and Restated Credit Agreement dated September 29, 2022 among Unitil Corporation, Bank of America, N.A., as administrative agent, and the Lenders

Exhibit 4.1 to Form 8-K dated September 29, 2022 (SEC File No.

Second Amended and Restated Note issued to Citizens Bank, N.A.

Exhibit 4.2 to Form 8-K dated September 29, 2022 (SEC File No.

Second Amended and Restated Note issued to TD Bank, N.A.

Exhibit 4.3 to Form 8-K dated September 29, 2022 (SEC File No.

Amended and Restated Form of Severance Agreement between the Company and the persons listed at the end of such Agreement.

Exhibit 10.2 to Form 8-K dated June 19, 2008 (SEC File No.

Exhibit Number

Description of Exhibit

Amended and Restated Form of Severance Agreement between the Company and the persons listed at the end of such Agreement.

24 unchanged sentences

333-184849 dated November 9, 2012

Exhibit Number

Description of Exhibit

Form of Restricted Stock Agreement under the Unitil Corporation Second Amended and Restated 2003 Stock Plan.

2 unchanged sentences

Unitil Corporation Tax Deferred Savings and Investment Plan, as amended and restated effective as of January 1, 2021.

Filed herewith

Exhibit 10.15 to Form 10-K for 2021 (SEC File No.

Unitil Corporation Tax Deferred Savings and Investment Plan Trust Agreement.

1 unchanged sentence

333-234391 dated October 31, 2019

Employment Agreement effective July 25, 2018 between Unitil Corporation and Thomas P.

Meissner, Jr.

Exhibit 10.4 to Form 8-K dated July 25, 2018 (SEC File No.

Unitil Corporation Incentive Plan (amended and restated as of January 26, 2015).

3 unchanged sentences

Exhibit 10.1 to Form 8-K dated April 28, 2021 (SEC File No.

Unitil Corporation—Compensation of Directors effective as of January 1, 2021.

Unitil Corporation—Compensation of Directors effective as of January 1, 2022.

Exhibit 10.21 to Form 10-K for 2021 (SEC File No.

Unitil Corporation—Compensation of Directors effective as of January 1, 2022.

Filed herewith

Exhibit Number

Description of Exhibit

Underwriting Agreement dated August 4, 2021 among Unitil Corporation, on the one hand, and RBC Capital Markets, LLC and BofA Securities, Inc., on the other hand, for themselves and as representatives of the several underwriters named therein.

1 unchanged sentence

Statement Re:

Computation in Support of Earnings per Share for the Company.

Filed herewith

Statement Re:

Subsidiaries of Registrant.

11 unchanged sentences

Filed herewith

Exhibit Number

Description of Exhibit

Unitil Corporation Press Release Dated February 14, 2023 Announcing Earnings For the Year Ended December 31, 2022.

Furnished herewith

Inline 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.

Inline XBRL Instance Document –

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Filed herewith

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Filed herewith

Cover Page Interactive Data File – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Cover Page Interactive Data File –

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Filed herewith

2 unchanged sentences

*** These exhibits represent a management contract or compensatory plan.

This Note or Bond (each, an “Instrument”) is substantially identical in all material respects to other Instruments that are otherwise required to be filed as exhibits, except as to the registered payee of such Instrument, the identifying number of such Instrument, and the principal amount of such Instrument.

**** This Note or Bond (each, an “Instrument”) is substantially identical in all material respects to other Instruments that are otherwise required to be filed as exhibits, except as to the registered payee of such Instrument, the identifying number of such Instrument, and the principal amount of such Instrument.

In accordance with instruction no.

1 unchanged sentence

The registrant acknowledges that the Securities and Exchange Commission may at any time in its discretion require filing of copies of any Instruments so omitted.

Paper exhibit.

***** This exhibit includes Schedule 2.01 (Commitments and Applicable Percentages).

In accordance with Item 601(a)(5) of Regulation S-K, the Registrant has omitted all other schedules and exhibits.

Each exhibit’s table of contents includes a brief description of the subject matter of all schedules and exhibits, including the omitted schedules and exhibits.

The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request.

(p) Paper exhibit.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

U NITIL C ORPORATION

Date February 14, 2023

/ S /T HOMAS P.

M EISSNER , J R .

Meissner, Jr.

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/ S / T HOMAS P.

M EISSNER , J R .

Meissner, Jr.

1 unchanged sentence

February 14, 2023

/ S / R OBERT B.

Principal Financial Officer

February 14, 2023

/ S / D ANIEL J.

Principal Accounting Officer

February 14, 2023

/ S / M ICHAEL B.

February 14, 2023

/ S / E BEN S.

February 14, 2023

/ S / E DWARD F.

February 14, 2023

/ S / W INFIELD S.

February 14, 2023

Lisa Crutchfield

/ S / N EVEEN F .

February 14, 2023

/ S / D AVID A.

February 14, 2023

/ S / S UZANNE F OSTER

Suzanne Foster

February 14, 2023

/ S / J USTINE V OGEL

Justine Vogel

February 14, 2023

/ S / M ARK H.

February 14, 2023

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