Artesian Resources OKs 2025 equity plan, 263,932 shares

Artesian Resources Corporation disclosed that Class B stockholders approved the 2025 Equity Compensation Plan, which became effective on October 30, 2025.

Rhea-AI Filing Summary

Artesian Resources Corporation disclosed that Class B stockholders approved the 2025 Equity Compensation Plan, which became effective on October 30, 2025. The plan replaces the expiring 2015 Equity Compensation Plan.

The 2025 Plan authorizes 263,932 shares of Class A non-voting common stock, plus shares from 2015 Plan awards that later terminate, expire, or are forfeited. Award types may include incentive and nonqualified stock options, stock units, stock awards, dividend equivalents, and other stock-based awards.

Only Class B stockholders were entitled to vote. The proposal passed with 675,338 votes for, 32,158 against, and 0 withheld.

Insights

Corporate governance analyst

Routine plan renewal approved; modest share pool defined.

Artesian Resources received Class B approval for its 2025 Equity Compensation Plan, effective October 30, 2025. The plan authorizes 263,932 Class A non-voting shares, with an automatic add-back of any 2015 Plan awards that lapse without vesting or exercise. This is a standard refresh replacing an expiring plan.

Voting support was strong at 675,338 for versus 32,158 against. The share authorization sets the ceiling for future equity awards, which are a common tool to align employee incentives with company performance.

Actual impact depends on future grant levels and mix of awards (options, units, or shares). Subsequent disclosures will detail grants as they occur under the plan’s terms.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ARTNA shareholders approve in the 8-K?

Class B stockholders approved the 2025 Equity Compensation Plan, effective October 30, 2025, replacing the expiring 2015 plan.

How many shares are authorized under ARTNA’s 2025 Equity Plan?

The plan authorizes 263,932 shares of Class A non-voting common stock, plus shares from 2015 Plan awards that later terminate or are forfeited.

What were the vote results for ARTNA’s 2025 Equity Plan?

Votes were 675,338 for, 32,158 against, and 0 withheld.

Who was eligible to vote on ARTNA’s 2025 plan?

Only holders of record of Class B common stock were entitled to vote on the 2025 Plan.

What award types can ARTNA grant under the 2025 Plan?

Permitted awards include incentive and nonqualified stock options, stock units, stock awards, dividend equivalents, and other stock-based awards.

What happens to unexercised or forfeited 2015 Plan awards?

Shares underlying 2015 Plan awards that terminate, expire, or are forfeited after the effective date are added to the 2025 Plan share pool.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/03/2025 - 02:33 PM EST Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 30, 2025

ARTESIAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-18516		51-0002090
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

	664 Churchmans Road, Newark, Delaware		19702
	(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: 302-453-6900

Not Applicable



(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbols (s)	Name of each exchange on which registered
Common Stock	ARTNA	The Nasdaq Stock Market

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.  ☐

1

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 30, 2025, Artesian Resources Corporation (the “Company”) held a special meeting (the “Special Meeting”) of shareholders of the Company’s Class B common stock (the “Class B stockholders”) to vote on the adoption of the Artesian Resources Corporation 2025 Equity Compensation Plan (the “2025 Plan”).  

The Company’s board of directors (the “Board”) voted to adopt the 2025 Plan on August 19, 2025, subject to approval by the Company’s Class B stockholders.  Upon approval by the Class B stockholders at the Special Meeting, the 2025 Plan became effective October 30, 2025 (the “Effective Date”), and replaces the Company’s 2015 Equity Compensation Plan (the “2015 Plan”), which is expiring on its terms.  Subject to adjustment as described therein, the 2025 Plan provides for the issuance of 263,932 shares of the Company’s Class A non-voting common stock (the “Class A non-voting common stock”), plus the number of shares of Class A non-voting common stock subject to outstanding grants under the 2015 Plan as of the Effective Date that terminate, expire or are cancelled, forfeited, exchanged or surrendered without having been exercised, vested or paid under the 2015 Plan on or after the Effective Date.  The 2025 Plan provides that grants may be in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock units, (iv) stock awards, (v) dividend equivalents, and (vi) other stock-based awards.    

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 30, 2025, the Class B stockholders approved the adoption of the 2025 Plan at the Special Meeting.  Only holders of record of the Company’s Class B common stock were entitled to vote on the 2025 Plan.  

Votes were cast as follows with respect to the 2025 Plan:  

		For		Against		Withheld
Artesian Resources Corporation 2025 Equity Compensation Plan		675,338		32,158		0

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit Number:	Title:
10.1*	Artesian Resources Corporation 2025 Equity Compensation Plan.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

*

Filed herewith.

1

SIGNATURES

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.

		ARTESIAN RESOURCES CORPORATION
November 3, 2025	By:	/s/ David B. Spacht
		David B. Spacht
		Chief Financial Officer

0000863110 false 0000863110 2025-11-03 2025-11-03