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  4. [8-K] Essential Utilities, Inc. Reports Material Event

Essential Utilities (WTRG) holders approve board slate, pay and auditor at 2026 meeting

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

Rhea-AI Filing Summary

Essential Utilities, Inc. reported the results of its 2026 Annual Meeting of Shareholders held as a virtual meeting on April 29, 2026. Shareholders elected seven directors for one-year terms, with support generally above 185 million votes for each nominee, plus 34,169,760 broker non-votes on each election.

Shareholders also approved, on an advisory basis, the 2025 compensation of the company’s named executive officers with 184,594,406 votes for, 20,085,147 against, and 1,223,832 abstentions, in addition to 34,169,760 broker non-votes. Finally, they ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 215,561,365 votes for, 24,045,886 against, and 465,894 abstentions.

Positive

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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.
Votes for highest-supported director 203,501,982 votes For director nominee Tamara L. Linde
Votes for lowest-supported director 185,710,239 votes For director nominee Daniel J. Hilferty
Broker non-votes on director elections 34,169,760 shares Director election proposals
Say-on-pay votes for 184,594,406 votes 2025 executive compensation advisory approval
Say-on-pay votes against 20,085,147 votes 2025 executive compensation advisory approval
Auditor ratification votes for 215,561,365 votes Ratification of PricewaterhouseCoopers LLP for 2026
Auditor ratification votes against 24,045,886 votes Ratification of PricewaterhouseCoopers LLP for 2026
broker non-votes financial
"There were 34,169,760 broker non-votes recorded 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.
advisory vote financial
"The advisory vote to approve the compensation paid to the Company’s named executive officers for 2025..."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
named executive officers financial
"The advisory vote to approve the compensation paid to the Company’s named executive officers for 2025..."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm financial
"The appointment of PricewaterhouseCoopers LLP as the 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.
record date financial
"shareholders of record at the close of business on March 2, 2026, the record date for the Annual Meeting."
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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

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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): April 29, 2026

 

Essential Utilities, Inc.
(Exact Name of Registrant Specified in Charter)

Pennsylvania 001-06659 23-1702594
(State or Other Jurisdiction
of Incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)

 

762 West Lancaster Avenue    
Bryn Mawr, Pennsylvania   19010-3489
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (610) 527-8000

 

_______________________________________________

(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 class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $.50 par value   WTRG   New 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 5.07Submission of Matters to a Vote of Security Holders.

 

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Essential Utilities, Inc. (the “Company”) was held on April 29, 2026 as a virtual meeting pursuant to the notice sent, on or about March 17, 2026, to all shareholders of record at the close of business on March 2, 2026, the record date for the Annual Meeting. At the Annual Meeting:

 

1. The following nominees were elected as directors of the Company to serve for one-year terms and until their successors are elected and qualified. The votes received are set forth adjacent to the names below: 

 

Name of Nominee For Withheld
Elizabeth B. Amato 201,371,233 4,532,152
Christopher L. Bruner 202,590,287 3,313,098
David A. Ciesinski 203,063,096 2,840,289
Christopher H. Franklin 190,969,552 14,933,833
Daniel J. Hilferty 185,710,239 20,193,146
W. Bryan Lewis 189,059,560 16,843,825
Tamara L. Linde 203,501,982 2,401,403

 

There were 34,169,760 broker non-votes recorded for each nominee.

 

2. The advisory vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the Company’s Proxy Statement for the Annual Meeting was approved by the following vote of shareholders:

  

For Against

Abstain

184,594,406 20,085,147 1,223,832

 

There were 34,169,760 broker non-votes for this proposal.

 

The results of this annual advisory vote to approve the compensation paid to the Company’s named executive officers was discussed at the Board meeting held immediately following the Annual Meeting.

 

3. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2026 fiscal year was ratified by the following vote of shareholders:

 

For Against

Abstain

215,561,365 24,045,886 465,894

 

There were no broker non-votes for the ratification of the independent registered public accounting firm.

 

  

 

 

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.

 

 

ESSENTIAL UTILITIES, INC.

     
Date: April 30, 2026    By:    /s/ Christopher P. Luning
 

Name: 

 Christopher P. Luning
  Title: Executive Vice President, General Counsel

 

 

 

 

Source: View Original Filing on SEC EDGAR

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