NewJersey Resources Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$NJR
Oil/Gas Transmission
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 21, 2026
(Exact Name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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(732 ) 938-1480
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2026 Stock Award and Incentive Plan
As noted in item 5.07 below, at the 2026 Annual Meeting of Shareowners of New Jersey Resources Corporation (the “Company” or “NJR”) held on January
21, 2026 (the “Annual Meeting”), the Company’s shareowners approved the 2026 Stock Award and Incentive Plan (the “Plan”). A description of the material terms of the Plan is set forth on pages 92 through 104 of the Company’s Definitive Proxy
Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on December 10, 2025, and is incorporated herein by reference. The description of the Plan is qualified in its entirety by reference to the Plan, which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Appointment of Principal Accounting Officer
On January 21, 2026, the Board of Directors of the Company (the “Board”), appointed Christoper D’Antuono to serve as Principal Accounting Officer of
the Company, effective February 4, 2026. Mr. D’Antuono replaces Stephen Skrocki, who became Chief Risk Officer of the Company effective January 1, 2026. Mr. D’Antuono, age 38, joined the Company in 2015 to lead its technical accounting function
and served as Director of Financial Planning & Analysis since 2020, prior to becoming NJR’s Corporate Controller, effective January 1, 2026.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting, of the 100,745,880 shares outstanding and entitled to vote as of the record date, 86.83% shares were represented, constituting
a quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting were as follows:
Item 1: The Company’s
shareowners elected the five directors nominated by the Board for election to the Board at the Annual Meeting. Jane M. Kenny, Amy B. Mansue, Sharon C. Taylor, Stephen D. Westhoven and William T. Yardley have each been elected for a three-year
term expiring in 2029, and until their respective successors are elected and have been qualified, by the votes set forth in the table below:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jane M. Kenny
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72,262,538
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3,803,777
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11,412,318
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Amy B. Mansue
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75,489,254
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577,061
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11,412,318
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Sharon C. Taylor
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73,824,728
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2,241,587
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11,412,318
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Stephen D. Westhoven
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75,509,011
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557,304
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11,412,318
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William T. Yardley
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75,564,129
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502,186
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11,412,318
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The terms of office of the following directors continued after the Annual Meeting: Gregory E. Aliff, James H. DeGraffenreidt, Jr., M. Susan Hardwick,
Peter C. Harvey, Thomas C. O’Connor, and Michael A. O’Sullivan.
Item 2: The Company’s
shareowners approved a non-binding advisory resolution approving the compensation of the Company’s named executive officers, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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73,477,564
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2,270,421
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318,330
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11,412,318
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Item 3: The Company’s shareowners approved the 2026 Stock Award and Incentive Plan, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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73,715,472
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2,070,682
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280,161
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11,412,318
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Item 4: The Company’s shareowners ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm for the fiscal year ending September 30, 2026, by the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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84,845,501
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2,422,582
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210,550
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N/A
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Item
9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Exhibit
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10.1
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NEW JERSEY RESOURCES CORPORATION
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Date: January 23, 2026
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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