STOCK TITAN
  1. Home
  2. Sec-filings
  3. CPK
  4. [8-K] CHESAPEAKE UTILITIES CORP Reports Material Event

Chesapeake Utilities (NYSE: CPK) details 2026 shareholder voting outcomes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Chesapeake Utilities Corporation reported the results of its 2026 Annual Meeting of Stockholders held on May 6, 2026. As of the March 9, 2026 record date, 23,989,243 common shares were outstanding, and 22,393,765 shares were present or represented by proxy, constituting a quorum.

Stockholders elected one Class II director, Elisabeth A. Eden, and three Class III directors, Thomas J. Bresnan, Ronald G. Forsythe, Jr., and Sheree M. Petrone, each to serve until the 2028 Annual Meeting and until their successors are elected and qualified. Each nominee received over 19.8 million votes in favor, with 1,764,091 broker non-votes and no abstentions.

Stockholders also approved, on an advisory non-binding basis, the compensation of the Company’s named executive officers, with 19,756,219 votes in favor and 811,323 against, and ratified, on an advisory non-binding basis, the appointment of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 22,205,442 votes in favor and 152,316 against.

Positive

  • None.

Negative

  • None.
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, and exhibit attachments filed with this report.
Shares outstanding 23,989,243 shares Common stock outstanding as of March 9, 2026 record date
Shares represented 22,393,765 shares Present or represented by proxy at 2026 Annual Meeting
Say-on-Pay for votes 19,756,219 votes Affirmative votes on advisory executive compensation proposal
Say-on-Pay against votes 811,323 votes Negative votes on advisory executive compensation proposal
Auditor ratification for votes 22,205,442 votes Affirmative votes to ratify Baker Tilly US, LLP for 2026
Auditor ratification against votes 152,316 votes Negative votes on ratification of Baker Tilly US, LLP
Broker non-votes on directors 1,764,091 votes Broker non-votes recorded for each director nominee
broker non-votes financial
"There were 1,764,091 broker non-votes for each nominee."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Say-on-Pay Proposal financial
"the compensation of the Company's named executive officers pursuant to the compensation disclosure rules ... (the “Say-on-Pay Proposal”)."
independent registered public accounting firm financial
"the appointment of Baker Tilly US, LLP ... as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Regulation 14A regulatory
"Proxies were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended."
Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.
Understanding 8-K Material Events →
0000019745false00000197452026-05-062026-05-06

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): May 6, 2026
 __________________
Chesapeake Utilities Corporation
(Exact name of registrant as specified in its charter)
  __________________
 
Delaware 001-11590 51-0064146
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
500 Energy Lane, Dover, Delaware 19901
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: 302.734.6799

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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock - par value per share $0.4867CPKNew York Stock Exchange
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 5.07 Submission of Matters to a Vote of Security Holders.

Chesapeake Utilities Corporation (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on May 6, 2026. As of the record date for the Annual Meeting, March 9, 2026, 23,989,243 shares of the Company’s common stock, the Company’s only class of equity securities entitled to vote, were outstanding. Of these shares, 22,393,765 were present or represented by proxy, which constituted a quorum for the transaction of business at the Annual Meeting. Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s stockholders. Proxies were solicited in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended.

Proposal 1: The stockholders voted on the election of one Class II director nominee and three Class III director nominees, each of whom was elected to serve on the Company's Board of Directors until the 2028 Annual Meeting of Stockholders and until their successors are elected and qualified. The separate tabulation of votes for each nominee is as follows: (i) Elisabeth A. Eden (Class II Director Nominee) - 20,541,565 votes for, 88,109 votes withheld; (ii) Thomas J. Bresnan (Class III Director Nominee) - 19,889,494 votes for, 740,180 votes withheld; (iii) Ronald G. Forsythe, Jr. (Class III Director Nominee) - 20,202,877 votes for, 426,797 votes withheld; and (iv) Sheree M. Petrone (Class III Director Nominee) - 20,536,582 votes for, 93,092 votes withheld. There were 1,764,091 broker non-votes for each nominee. There were no abstentions for any nominee.

Proposal 2: The stockholders voted to approve, on an advisory non-binding basis, the compensation of the Company's named executive officers pursuant to the compensation disclosure rules of the Securities and Exchange Commission (the “Say-on-Pay Proposal”). The stockholders approved, on an advisory non-binding basis, the Say-on-Pay Proposal. There were 19,756,219 affirmative votes, 811,323 negative votes, 62,132 abstentions and 1,764,091 broker non-votes.

Proposal 3: The stockholders voted to ratify, on an advisory non-binding basis, the appointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly in this capacity. There were 22,205,442 affirmative votes, 152,316 negative votes and 36,007 abstentions. There were no broker non-votes for this matter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.		Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).




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.
 
Chesapeake Utilities Corporation
Date: May 8, 2026
/s/ Beth W. Cooper
Beth W. Cooper
Executive Vice President and
Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What was approved at Chesapeake Utilities (CPK) 2026 Annual Meeting?

Stockholders elected four directors, approved executive compensation on an advisory basis, and ratified Baker Tilly US, LLP as independent registered public accounting firm for 2026. All proposals received strong majority support based on the reported vote totals.

How many Chesapeake Utilities (CPK) shares were eligible and present to vote?

As of the March 9, 2026 record date, 23,989,243 common shares were outstanding and entitled to vote. At the meeting, 22,393,765 shares were present or represented by proxy, which the company reported as constituting a quorum for conducting business.

Were Chesapeake Utilities director nominees elected at the 2026 meeting?

Yes. Elisabeth A. Eden, Thomas J. Bresnan, Ronald G. Forsythe, Jr., and Sheree M. Petrone were each elected to the Board. They will serve until the 2028 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

Did Chesapeake Utilities stockholders approve Say-on-Pay in 2026?

Yes. The advisory Say-on-Pay vote on named executive officer compensation received 19,756,219 affirmative votes, 811,323 negative votes, 62,132 abstentions, and 1,764,091 broker non-votes, indicating strong support for the disclosed compensation program.

Who is Chesapeake Utilities’ independent auditor for fiscal 2026?

Stockholders ratified, on an advisory non-binding basis, the appointment of Baker Tilly US, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 22,205,442 votes for and 152,316 against the proposal.

Filing Exhibits & Attachments

3 documents

Other Documents