UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2021, the Board of Directors (the “Board”) of SJW Group (the “Company”) approved an amendment to the Company’s Formulaic Equity Award Program for Non-Employee Board members under the Company’s Long-Term Incentive Plan (the “Program”), to provide for equity awards to non-employee board members who commence Board service between annual meetings of the Company’s stockholders.
Under the Program, on the date of each annual meeting of the Company’s stockholders, each individual who is elected or re-elected to serve as a non-employee Board member is automatically granted an award of restricted stock units (“RSU”) covering that number of shares of the Company’s common stock determined by dividing a specified dollar amount, currently $80,000, by the fair market value per share of the common stock on such date. The amendment provides that non-employee board members who commence service following the date of an annual meeting of the Company’s stockholders commencing with the 2020 annual meeting and before the date that is two months prior to the next annual meeting of the Company’s stockholders, will automatically be granted an RSU award pro-rated for the period of service to the next annual meeting. Such award to any eligible non-employee Board member who commences service following the Company’s 2021 annual stockholder meeting will be made on the date of such commencement of service and to the non-employee board member who commenced service between the Company’s 2020 and 2021 annual stockholder meetings, on September 8, 2021, in each case vesting of such equity award for eligible non-employee board members is on the one-year anniversary of the date the award is granted.
The foregoing description of the amendment to the SJW Group Formulaic Equity Award Program for Non-Employee Board Members does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the amendment to the SJW Group Formulaic Equity Award Program for Non-Employee Board Members, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit 10.1 | Fourth Amendment to the Formulaic Equity Award Program for Non-Employee Board Members dated September 8, 2021 | |
| 104 | Cover 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.
| SJW GROUP | ||||||||
| Date: September 14, 2021 | /s/ James P. Lynch |
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| James P. Lynch, Chief Financial Officer and Treasurer | ||||||||