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Middlesex Water (NASDAQ: MSEX) holders back board, pay and auditor

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

Rhea-AI Filing Summary

Middlesex Water Company reported the results of its 2026 Annual Meeting of Shareholders held on May 19, 2026. Shareholders elected one Class II director and three Class III directors to the Board, with vote totals ranging from 11.39 million to 14.15 million in favor.

Shareholders also approved, on an advisory basis, the Company’s named executive officer compensation with about 13.25 million votes for and ratified the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2026, with about 16.63 million votes for.

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.
Meeting date May 19, 2026 2026 Annual Meeting of Shareholders date
Record date March 24, 2026 Shareholders of record entitled to vote
Votes for Hoglund 14,146,401 votes Election of Class II director Robert Hoglund
Say-on-pay support 13,250,940 votes for Advisory approval of named executive officer compensation
Say-on-pay against 982,607 votes against Advisory vote on executive compensation
Auditor ratification for 16,632,847 votes for Ratification of independent registered public accounting firm for 2026
Auditor ratification against 98,839 votes against Ratification of independent registered public accounting firm
Broker Non-Votes financial
"For | Withheld | Broker Non-Votes Class Robert Hoglund | 14,146,401 | 150,835 | 2,470,748"
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.
Named Executive Officers Compensation financial
"Approval, on a advisory basis, of the Company’s Named Executive Officers Compensation as disclosed"
Independent Registered Public Accounting Firm financial
"Ratification of the Appointment by the Audit Committee of the Board of the Company’s Independent Registered Public Accounting Firm"
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.
advisory basis financial
"Approval, on a advisory basis, of the Company’s Named Executive Officers Compensation"
Definitive Proxy Statement on Schedule 14A regulatory
"as set forth in the Company’s Definitive Proxy Statement on Schedule 14A"
0000066004FALSE00000660042026-05-192026-05-19

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: May 19, 2026
MIDDLESEX WATER COMPANY
(Exact name of registrant as specified in its charter)
New Jersey0-42222-1114430
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
485C Route 1 South, Suite 400, Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
732-634-1500
(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:
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    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, No Par ValueMSEXNasdaq Global Select 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 o
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. o



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

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Middlesex Water Company (the “Company”) was held on May 19, 2026, as a virtual meeting pursuant to the notice sent, on or about April 6, 2026, to all shareholders of record at the close of business on March 24, 2026, the record date for the Annual Meeting.

At the Annual Meeting, the shareholders approved the following proposals as set forth in the Company’s Definitive Proxy Statement on Schedule 14A ("2026 Proxy Statement") filed with the Securities and Exchange Commission on April 6, 2026:

1.Election of Directors
To elect one Class II director to serve for a period of two years and three Class III directors to serve for a period of three years to our Board of Directors (the “Board”) and until their successors are elected and qualified.

ForWithheldBroker Non-Votes
Class II
Robert Hoglund14,146,401150,8352,470,748
Class III
Joshua Bershad, M.D.13,598,978698,2582,470,748
James F. Cosgrove, Jr.13,630,988666,2482,470,748
Vaughn L. McKoy 11,393,6742,903,5622,470,748

The following directors continued to serve on the Board of the Company immediately after the Annual Meeting: Nadine Leslie, Amy B. Mansue, Kim C. Hanemann, Steven M. Klein, and Ann L. Noble.


2.Approval, on a advisory basis, of the Company’s Named Executive Officers Compensation as disclosed in the 2026 Proxy Statement

ForAgainstAbstainBroker Non-Votes
13,250,940982,60763,6892,470,748



3.Ratification of the Appointment by the Audit Committee of the Board of the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026

ForAgainstAbstain
Broker Non-Votes
16,632,84798,83936,2980
















2


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 of the undersigned hereunto duly authorized.
MIDDLESEX WATER COMPANY
(Registrant)
/s/ Jay Kooper
Vice President, General Counsel and Secretary
Dated: May 20, 2026

3

FAQ

What did Middlesex Water (MSEX) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing four directors, approving named executive officer compensation on an advisory basis, and ratifying the independent registered public accounting firm for the fiscal year ending December 31, 2026, as outlined in the 2026 Proxy Statement.

Which directors were elected at Middlesex Water’s 2026 Annual Meeting?

One Class II director, Robert Hoglund, and three Class III directors, Joshua Bershad, M.D., James F. Cosgrove, Jr., and Vaughn L. McKoy, were elected to the Board, each receiving more votes “For” than “Withheld,” with additional broker non-votes recorded.

How did Middlesex Water (MSEX) shareholders vote on executive compensation in 2026?

Shareholders approved the Company’s named executive officer compensation on an advisory basis, with 13,250,940 votes “For,” 982,607 “Against,” 63,689 abstentions, and 2,470,748 broker non-votes, as disclosed in the 2026 Annual Meeting results.

Did Middlesex Water shareholders ratify the independent auditor for 2026?

Yes. Shareholders ratified the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 16,632,847 votes “For,” 98,839 “Against,” and 36,298 abstentions, with no broker non-votes reported.

When was the record date and meeting date for Middlesex Water’s 2026 shareholder vote?

The 2026 Annual Meeting of Shareholders was held on May 19, 2026 as a virtual meeting. Shareholders of record at the close of business on March 24, 2026 were entitled to vote, as stated in the notice and the 2026 Proxy Statement.

Which Middlesex Water directors continued serving after the 2026 Annual Meeting?

After the 2026 Annual Meeting, directors Nadine Leslie, Amy B. Mansue, Kim C. Hanemann, Steven M. Klein, and Ann L. Noble continued to serve on the Board, alongside the newly elected Class II and Class III directors listed in the meeting results.

Filing Exhibits & Attachments

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