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): September 10, 2025
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
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New Jersey
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001-08359
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22-2376465
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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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1415 Wyckoff Road
Wall, New Jersey
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07719
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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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Common Stock - $2.50 par value
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NJR
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New York Stock Exchange
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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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Announcement of the Election of Amy B. Mansue to the NJR Board
On September 10, 2025, the board of directors (the “Board”) of New Jersey Resources Corporation ("NJR" or the "Company") increased the size of the Board
from eleven to twelve directors and unanimously elected Amy B. Mansue as a director, effective as of November 1, 2025. Ms. Mansue will stand for re-election as a director at NJR’s next Annual Meeting of Shareowners.
In connection with her election to the Board, Ms. Mansue will receive cash and equity compensation consistent with the Company’s Non-Employee Director
Compensation Plan, as amended, as filed with our annual report on Form 10-K, for the fiscal year ended September 30, 2024, as Exhibit 10.3, which is incorporated herein by reference. Other than this standard compensation arrangement, there are no
arrangements or understandings between Ms. Mansue and any other person pursuant to which she was elected as a director. Ms. Mansue is not party to a transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
NJR issued a press release announcing the election of Ms. Mansue to the Board (the “Press Release”). A copy of the Press Release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statements Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the
assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Words such
as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward looking information and such forward-looking statements are made based upon management’s current
expectations and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future
developments on NJR will be those anticipated by management. Forward looking information in this filing includes, but is not limited to, certain statements regarding the use of proceeds of the Notes.
Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings with the
U.S. Securities and Exchange Commission (“SEC”), including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site,
http:.//www.sec.gov. Information included in this filing is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR’s results of operations and financial condition in connection with its
preparation of management’s discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to review or
revise any particular forward-looking statement referenced herein in light of future events.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press Release dated September 11, 2025.
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104
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Cover page in Inline XBRL format.
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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: September 11, 2025
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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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