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Item 9A. Controls and Procedures

2024-02-13 compared with 2023-02-14 · 70 added, 80 removed, 252 unchanged (37% 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, 2022.

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

Based on this evaluation, the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded as of December 31, 2023 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, 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.

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, 2023, 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, 2023.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, 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, 2022 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, 2023 that have materially affected, or are reasonably likely to materially affect, Unitil’s internal control over financial reporting.

Other Information

On February 14, 2023, the Company issued a press release announcing its results of operations for the year ended December 31, 2022.

(a) On February 13, 2024, the Company issued a press release announcing its results of operations for the year ended December 31, 2023.

The press release is furnished with this Annual Report on Form 10-K as Exhibit 99.1.

(b) During the quarter ended December 31, 2023, no director or officer (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934) adopted or terminated a Rule10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K promulgated under the Securities Exchange Act of 1934) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K promulgated under the Securities Exchange Act of 1934).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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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 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.

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 May 1, 2024.

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 May 1, 2024.

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 May 1, 2024.

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 May 1, 2024.

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 May 1, 2024.

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 26, 2023.

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 May 1, 2024.

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 26, 2023, 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 May 1, 2024, 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 26, 2023.

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 May 1, 2024.

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 26, 2023.

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 May 1, 2024.

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:

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• Consolidated Statements of Earnings for the years ended December 31, 2023, 2022 and 2021

Consolidated Balance Sheets—December 31, 2022 and 2021

• Consolidated Balance Sheets—December 31, 2023 and 2022

• Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

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Description of Exhibit

Reference (1)

Articles of Incorporation of Unitil Corporation.

Exhibit 3.1 to Form S-14 Registration Statement No.

2-93769 dated October 12, 1984 (P)

Articles of Amendment to the Articles of Incorporation Filed with the Secretary of State of the State of New Hampshire on March 4, 1992.

2-93769 dated October 12, 1984

Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on March 4, 1992.

Exhibit 3.2 to Form 10-K for 1991 (SEC File No.

Articles of Amendment to the Articles of Incorporation Filed with the Secretary of State of the State of New Hampshire on September 23, 2008.

Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on September 23, 2008.

Exhibit 3.3 to Form S-3/A Registration Statement No.

333-152823 dated November 25, 2008

Articles of Amendment to the Articles of Incorporation Filed with the Secretary of State of the State of New Hampshire on April 27, 2011.

Articles of Amendment to the Articles of Incorporation of Unitil Corporation filed on April 27, 2011.

Exhibit 4.4 to Post-Effective Amendment No.

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Exhibit 4.1 to Form 10-K for 2002 (SEC File No.

Fitchburg Note Agreement dated November 1, 1993 for the 6.75% Notes due November 30, 2023.

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

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

Exhibit 4.25 to Form 10-K for 1999 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Fitchburg Note Agreement dated June 1, 2001 for the 7.98% Notes due June 1, 2031.

2 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.

Thirteenth Supplemental Indenture of Unitil Energy Systems, Inc., dated as of September 26, 2006.

Unitil Corporation Note Purchase Agreement, dated as of May 2, 2007, for the 6.33% Senior Notes due May 1, 2022.

Northern Utilities Note Purchase Agreement, dated as of December 3, 2008, for the 6.95% Senior Notes, Series A due December 3, 2018 and the 7.72% Senior Notes, Series B due December 3, 2038.

18 unchanged sentences

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

Exhibit Number

Description of Exhibit

Reference (1)

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.

25 unchanged sentences

Exhibit 4.3 to Form 8-K dated November 30, 2018 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Note Purchase Agreement dated September 12, 2019 by and among Northern Utilities, Inc.

11 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.

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Exhibit 4.7 to Form 8-K dated September 15, 2020 (SEC File No.

Second Amended and Restated Credit Agreement dated July 25, 2018 among Unitil Corporation, Bank of America, N.A., as administrative agent, and the Lenders.

Note Purchase Agreement dated July 6, 2023 by and among Fitchburg Gas and Electric Light Company and the several purchasers named therein.

Exhibit 4.1 to Form 8-K dated July 6, 2023 (SEC File No.

Amended and Restated Note issued to Bank of America, N.A.

5.70% Senior Note, Series 2023A, due July 2, 2033, issued by Fitchburg Gas and Electric Light Company to MetLife Reinsurance Company of Hamilton, Ltd.

Exhibit 4.2 to Form 8-K dated July 6, 2023 (SEC File No.

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

5.96% Senior Note, Series 2023B, due July 2, 2053, issued by Fitchburg Gas and Electric Light Company to Mutual of Omaha Insurance Company

Exhibit 4.3 to Form 8-K dated July 6, 2023 (SEC File No.

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

Exhibit Number

Description of Exhibit

Reference (1)

Amended and Restated Note issued to Bank of America, N.A.

Exhibit 4.2 to Form 8-K dated July 25, 2018 (SEC File No.

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

Description of Registrant’s Securities

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

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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.

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Exhibit 10.1 to Form 8-K dated July 29, 2020 (SEC File No.

Exhibit Number

Description of Exhibit

Reference (1)

Amended and Restated Unitil Corporation Supplemental Executive Retirement Plan effective as of December 31, 2016.

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

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, 2024

Filed herewith

Exhibit Number

Description of Exhibit

Reference (1)

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.

Exhibit 1.1 to Form 8-K dated August 3, 2021 (File No.

Form of Restricted Stock Agreement (Time Vesting)

Exhibit 10.1 to Form 8-K dated January 24, 2023 (SEC File No.

Form of Restricted Stock Agreement (Performance Vesting)

Exhibit 10.2 to Form 8-K dated January 24, 2023 (SEC File No.

Unitil Corporation Corporate Governance Guidelines and Policies of the Board of Directors (includes the Registrant’s insider trading policies and procedures)

Filed herewith

Statement Re:

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Filed herewith

Executive Compensation Recovery Policy

Filed herewith

Unitil Corporation Press Release Dated February 13, 2024 Announcing Earnings For the Year Ended December 31, 2023.

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.

Filed herewith

Inline XBRL Taxonomy Extension Schema Document.

Filed herewith

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith

Inline XBRL Taxonomy Extension Label Linkbase Document.

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.

Filed herewith

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

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 – 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.

Filed herewith

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(3) 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.

(4) 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.

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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.

***** 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.

(5) In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits.

This exhibit’s table of contents includes a brief description of the subject matter of all of its 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.

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Meissner, Jr.

Chairman of the Board of Directors,

Chief Executive Officer and President

Chairman of the Board of Directors and

Chief Executive Officer

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 .

/s/ THOMAS P.

MEISSNER, JR.

1 unchanged sentence

February 13, 2024

/ S / R OBERT B.

Meissner, Jr.

/ S/ DANIEL J.

Principal Financial Officer

February 13, 2024

/ S / D ANIEL J.

/ S / TODD R.

Principal Accounting Officer

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February 13, 2024

/ S / E BEN S.

February 14, 2023

/ S / E DWARD F.

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February 13, 2024

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