[8-K] CHESAPEAKE UTILITIES CORP Reports Material Event

Rhea-AI Filing Summary

Chesapeake Utilities Corporation expanded its Board from seven to eight directors and appointed Elisabeth A. Eden as a Class II director, effective September 15, 2025. The Board expects Ms. Eden to stand for election at the company's 2026 Annual Meeting of Stockholders. The Board concluded Ms. Eden is independent under NYSE and SEC standards and designated her as an Audit Committee member and an "audit committee financial expert" under SEC rules.

Ms. Eden received pro‑rata portions of the annual non‑employee cash retainer of $90,000, the annual non‑employee equity retainer valued at $120,000 (shares issued based on the September 12, 2025 closing stock price), and the pro‑rata Audit Committee cash retainer of $8,500 for the September 2025–May 2026 term. The equity awards were issued under the 2023 Stock and Incentive Compensation Plan and were fully vested on issuance. A press release with biographical details was issued on September 16, 2025 and is filed as Exhibit 99.1.

Positive

• Board expanded to eight members, filling a vacancy to maintain full governance capacity
• New director qualifies as independent under NYSE and SEC standards, strengthening oversight credibility
• Appointed to Audit Committee and designated an "audit committee financial expert", enhancing financial reporting oversight
• Equity award fully vested at issuance, aligning the director with shareholders immediately

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Board adds an independent Audit Committee financial expert, strengthening governance and audit oversight.

The appointment of an independent director who meets NYSE and SEC independence tests and is designated as an "audit committee financial expert" is a governance positive. It enhances the Board's capacity to oversee financial reporting, audit processes, and internal controls. The director's immediate assignment to the Audit Committee signals the Board prioritized audit oversight in this vacancy fill. The fully vested equity award on issuance aligns the new director with shareholder interests, though it creates an upfront expense that is routine for non‑employee directors.

Financial Analyst

TL;DR: Routine board expansion and director compensation; limited immediate financial impact on operations or capital structure.

The change increases board size by one and incurs standard pro‑rata cash and equity retainers (noted: $90,000 cash retainer annual, $120,000 equity retainer annual value, $8,500 Audit Committee cash retainer pro‑rata). Equity issued was fully vested at grant under the 2023 SICP, which may have a modest one‑time accounting expense but is not a material transaction for investors based on disclosed amounts. No related‑party transactions or other reportable arrangements were identified in the filing.

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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): September 12, 2025

 __________________

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock - par value per share $0.4867

CPK

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2025, the Board of Directors (the "Board") of Chesapeake Utilities Corporation (the "Company") increased the size of the Board from seven to eight directors and appointed Elisabeth A. Eden to fill the resulting vacancy on the Board as a Class II director, effective September 15, 2025. It is expected that Ms. Eden will stand for election at the Company’s 2026 Annual Meeting of Stockholders. The Board has determined that Ms. Eden qualifies as an independent director under the New York Stock Exchange listing standards and the applicable requirements of the Securities and Exchange Commission (“SEC”), including the additional independence requirements for members of the Audit Committee. Ms. Eden was also appointed to serve as a member of the Audit Committee and the Board has determined that Ms. Eden qualifies as an “audit committee financial expert” as defined by the SEC based on her experience and knowledge.

Ms. Eden received the standard non-employee director compensation for serving on the Board, representing the pro-rata portions of the annual non-employee cash retainer of $90,000 and annual non-employee equity retainer valued at $120,000, as well as the pro-rata portion of the annual cash retainer for service as an Audit Committee member of $8,500, for the September 2025 through May 2026 term. The number of shares comprising the equity retainer has been determined based upon the closing sale price of the Company’s common stock on September 12, 2025, and issued to Ms. Eden effective September 15, 2025 upon commencement of her service. The shares were issued under the 2023 Stock and Incentive Compensation Plan ("SICP") and are fully vested as of the date of the issuance. The terms of the SICP are fully described in the Company’s Proxy Statement dated March 21, 2023 in connection with the Company’s 2023 Annual Meeting of Stockholders, filed with the SEC on March 21, 2023. Ms. Eden will also be reimbursed for normal business expenses incurred in connection with attending meetings and performing other Board-related services.

There are no arrangements or understandings between Ms. Eden and any other person pursuant to which Ms. Eden was appointed as one of the Company’s directors. There are no transactions between Ms. Eden, on the one hand, and the Company on the other, that would be required to be reported under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

A copy of the Company’s press release regarding the appointment of Ms. Eden, which was issued on September 16, 2025, is attached as Exhibit 99.1 and includes biographical information for Ms. Eden.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
Exhibit 99.1						Press Release of Chesapeake Utilities Corporation, dated September 16, 2025.
Exhibit 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.

 

						Chesapeake Utilities Corporation
Date: September 16, 2025						/s/ Beth W. Cooper
						Beth W. Cooper
						Executive Vice President, Chief Financial Officer, Treasurer and Assistant Corporate Secretary

FAQ

Who was appointed to Chesapeake Utilities' (CPK) board?

The Board appointed Elisabeth A. Eden as a Class II director, effective September 15, 2025.

Does the new director meet independence and audit committee criteria for CPK?

Yes. The Board determined Ms. Eden is independent under NYSE and SEC standards and qualifies as an audit committee financial expert.

What compensation did the new CPK director receive?

Ms. Eden received pro‑rata portions of the annual non‑employee cash retainer ($90,000), the annual non‑employee equity retainer valued at $120,000, and the pro‑rata Audit Committee cash retainer of $8,500 for the Sept 2025–May 2026 term.

When will Elisabeth Eden stand for election to Chesapeake Utilities' board?

It is expected she will stand for election at the company's 2026 Annual Meeting of Stockholders.

Were the equity shares issued to the new director subject to vesting?

The shares were issued under the 2023 Stock and Incentive Compensation Plan and were fully vested as of the date of issuance.