DEF 14A

DEF 14A 1 d270346ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

UNITIL CORPORATION

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Unitil Corporation

2022 Proxy Statement

Notice of Annual Meeting of Shareholders

LOGO

Annual Meeting ◆ Wednesday, April 27, 2022

11:30 a.m. EDT

Hampton, New Hampshire

LOGO

March 29, 2022

Dear Fellow Shareholder,

I am pleased to invite you to the Unitil Corporation Annual Meeting of Shareholders to be held on Wednesday, April 27, 2022, at 11:30 a.m. Eastern time, at our corporate headquarters, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.

This year, we are asking shareholders to vote on the election of three directors, and on the ratification of the selection of independent registered public accountants. Also this year, shareholders will be presented with an advisory vote on executive compensation.

Your vote is very important. We encourage you to vote to ensure that your voice is represented at the meeting, and to play a part in our future. The enclosed proxy materials provide important information to assist you with your voting decisions and instructions to submit your vote.

I would like to thank you for choosing to invest in Unitil Corporation. Our Vision, Mission and Values reflect our deep commitment to our shareholders, customers, employees, local communities and partners. We provide more than just electricity and gas services and products. Energy for life is the statement we use to describe this commitment.

On behalf of the Board of Directors and management of Unitil Corporation, thank you for your continued support and confidence in 2022.

Sincerely,

LOGO

Thomas P. Meissner, Jr.

Chairman of the Board,

Chief Executive Officer and

President

LOGO


		Hampton, New Hampshire March 29, 2022

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Unitil Corporation (the “Company”) 2022 Annual Meeting of Shareholders will be held at the office of the Company, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720, on Wednesday, April 27, 2022, at 11:30 a.m. Eastern time for the following purposes:

Election of three Directors of the Company in Class I, nominated by the Board of Directors, each to serve a term of three years;

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022;

Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers; and

Transaction of any other business as may properly be brought before the meeting.

The Board of Directors set February 18, 2022, as the date for determining holders of record of common stock who are entitled to notice of and to vote at the meeting or at any adjournments or postponements of the meeting. The Board of Directors has directed the Company to prepare this notice, the accompanying proxy statement, and the accompanying annual report, and to send them to you.

By Order of the Board of Directors,

Sandra L. Whitney

Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON

WEDNESDAY, APRIL 27, 2022

This notice, the accompanying proxy statement and the accompanying annual report to shareholders are available for shareholders to view at www.proxydocs.com/UTL.

YOUR VOTE IS IMPORTANT

Your vote is important. To ensure a quorum is present at the Annual Meeting of Shareholders, please be sure your shares are represented at the meeting.

You may vote in one of the following ways:


Shareholders of Record		Beneficial Holders
By Mail	Sign, date and return the enclosed proxy card (a self-addressed envelope is enclosed for your convenience)	By Mail	Direct your bank, broker or other nominee on how to vote your shares in accordance with the instructions provided to you.
Via the Internet (in advance of the meeting)	Submit your proxy at www.investorvote.com/UTL	Via the Internet (in advance of the meeting)
In Person at the Meeting	A meeting ballot will be provided for voting at the meeting.	In Person at the Meeting	A LEGAL PROXY IS REQUIRED, which can be obtained from your bank broker or other nominee; a meeting ballot will be provided for voting at the meeting.
If for any reason you desire to revoke or change your proxy, you may do so at any time prior to the meeting by following the procedures described in the accompanying proxy statement or at the meeting.		If for any reason you desire to revoke or change your voting instructions, you must contact your bank, broker or other nominee and follow its procedures for revoking or changing your voting instructions.

ATTENDING THE ANNUAL MEETING OF SHAREHOLDERS

All shareholders may attend the Annual Meeting of Shareholders. However, to ensure that the meeting remains orderly and secure, you must follow certain procedures for admittance.

Attending in Person

Shareholders of record will need to provide their name and government-issued picture identification. Beneficial owners will need to provide a copy of an account statement from the bank, broker or nominee holding the shares as proof of ownership as of the Record Date, as well as government-issued picture identification. The safety of our employees and all invited guests and visitors is of primary importance. If you should elect to attend the Annual Meeting in person, you will be expected to follow all directions from Company personnel while inside our corporate office.

TABLE OF CONTENTS

PROXY STATEMENT



INFORMATION ABOUT THE ANNUAL MEETING	1

ENERGY FOR LIFE	5

RECENT EVENTS	7

DESCRIPTION OF MANAGEMENT	8

SHARE OWNERSHIP	9

Beneficial Ownership		9

Section 16(a) Beneficial Ownership Reporting Compliance		11

CORPORATE GOVERNANCE	12

Director Independence		13

Risk Oversight		14

Cybersecurity Oversight		15

Leadership Structure		15

Board Succession Plan		16

Retirement Policy		16

Directors’ Stock Ownership & Retention Policy		16

Resignation Policy		17

Annual Evaluation		18

Code of Ethics		18

Management Succession Planning		18

Executive Compensation Recovery Policy		19

Executive Stock Ownership & Retention Policy		19

Prohibition on Hedging and Pledging Company Stock		20

Transactions With Related Persons		20

Shareholder Rights		23

QUALIFICATIONS & SKILLS OF DIRECTORS	24

Board Diversity		25

SUSTAINABILITY	26



COMMITTEES OF THE BOARD	30

AUDIT MATTERS	33

Audit Committee Report		33

Principal Accountant Fees & Services		34

Audit Committee Pre-Approval Policy		34

COMPENSATION	35

Compensation Committee Operations		35

Compensation Committee Interlocks & Insider Participation		36

Risk and Broad-Based Compensation Programs		36

Compensation Discussion and Analysis		37

2021 Performance Metrics, Goals and Results		54

Compensation Committee Report		60

Compensation of Named Executive Officers		61

Potential Payments Upon Termination or Change of Control		74

Compensation of Directors		82

PROPOSAL 1:	86

Election of Three Directors in Class I for a Term of Three Years

PROPOSAL 2:	92

Ratification of Selection of Deloitte & Touche LLP, as Independent Registered Public Accounting Firm for 2022

PROPOSAL 3:	93

Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

OTHER MATTERS	95

Shareholder Proposals		95

Solicitation of Proxies		96

Company Documents & Information		96

LOGO

Unitil Corporation

6 Liberty Lane West

Hampton, NH 03842-1720

March 29, 2022

PROXY STATEMENT

Unitil Corporation (“Unitil” or the “Company”) is providing this proxy statement and the accompanying annual report (which includes the Company’s Annual Report on Form 10-K for fiscal year 2021) to shareholders in connection with our 2022 Annual Meeting of Shareholders (the “Annual Meeting”). The Board of Directors (the “Board”) is soliciting your designation of a proxy to vote your shares at the Annual Meeting. As a shareholder of Unitil, you are invited to the Annual Meeting, as well as entitled and requested to vote (if you are a shareholder of record) or to provide voting instructions (if you beneficially own your shares in street name) on the proposals described in this proxy statement. This proxy statement provides information to assist you in voting your shares or in providing voting instructions with respect to your shares.

Unitil has the following subsidiaries, which are referred to throughout this proxy statement: Fitchburg Gas and Electric Light Company (“Fitchburg”); Granite State Gas Transmission, Inc. (“Granite”); Northern Utilities, Inc. (“Northern”); Unitil Energy Systems, Inc. (“Unitil Energy”); Unitil Power Corp.; Unitil Realty Corp.; Unitil Resources, Inc.; and Unitil Service Corp.

We may also refer to Unitil as “we” or “our” or “us” throughout this proxy statement.

INFORMATION ABOUT THE ANNUAL MEETING

Date, Time and Place

The Annual Meeting will be held on Wednesday, April 27, 2022, at 11:30 a.m. Eastern time, at our corporate office, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.

Anticipated Mailing Date

We anticipate first mailing definitive copies of this proxy statement, the accompanying proxy card, and the accompanying annual report to shareholders on or about March 29, 2022.

MEETING SUMMARY

This year, we are seeking your vote on the following proposals:

Election of three Directors of the Company in Class I. The Board has nominated Edward F. Godfrey, Eben S. Moulton, and David A. Whiteley for election to the Board each to serve a term of three years. The Board recommends a vote FOR these nominees. Information on Proposal No. 1 is included in the section entitled Proposal 1: Election of Directors.

Ratification of the selection of Unitil’s independent registered public accounting firm, Deloitte & Touche LLP, for fiscal year 2022. The Board recommends a vote FOR this proposal. Information on Proposal No. 2 is included in the section entitled Proposal 2: Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2022.

Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The Board recommends a vote FOR this proposal. Information on Proposal No. 3 is included in the section entitled Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

Transaction of any other business that may properly be brought before the Annual Meeting.

RECORD DATE & NUMBER OF SHARES OUTSTANDING

You are entitled to receive notice of and to vote at the Annual Meeting if you owned shares of Unitil common stock as of the close of business on February 18, 2022 (the “Record Date”). As of the Record Date, there were 16,016,131 shares of common stock issued and outstanding and entitled to vote at the Annual Meeting.

Record Date:

February 18, 2022

Shares Outstanding:

16,016,131

QUORUM & REQUIRED VOTE

A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to conduct the Annual Meeting. This is referred to as a quorum.

If a quorum is present, the nominees standing for election as a Director will be elected by a plurality of the votes cast by the shareholders. Votes withheld and broker non-votes will not be counted toward the achievement of a plurality. Additional information concerning the election of directors appears in the sections entitled Corporate Governance – Resignation Policy and Proposal 1 – Election of Directors. With respect to all other matters that may come before the Annual Meeting, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action. Therefore, abstentions and broker non-votes will have no effect on the other matters. Representatives of our transfer agent will count the votes and certify the results.

VOTING RIGHTS AND PROCEDURES

As an owner of Unitil common stock, it is your legal right to vote (or to provide voting instructions) on all matters to be considered at a shareholder meeting. We hope you will exercise your legal right and fully participate as a shareholder in the Annual Meeting. You may cast one vote for each share of common stock that you own on all matters presented at the Annual Meeting.

The Board has selected and approved Thomas P. Meissner, Jr. and Robert B. Hevert as proxies for the Annual Meeting to vote your shares in the manner that you specify on the proxy card or via the Internet, or if you do not give any specification on your proxy card or submitted proxy with respect to a matter, FOR such matter. Your designation of a proxy will not affect your right to attend the Annual Meeting and vote at the meeting.

Record Holders

If your shares of common stock were registered directly in your name with our transfer agent as of the Record Date, then you are considered a shareholder of record of the shares (a “Record Holder”) and we have sent the proxy materials and the accompanying proxy card directly to you.

Beneficial Holders

If your shares of common stock were registered in the name of a bank, broker or other nominee as of the Record Date, then you are considered a beneficial owner (“Beneficial Holder”) of the shares that are registered in street name and your bank, broker or other nominee has sent this proxy statement and voting instructions to you. As a Beneficial Holder, your shares may be voted even if voting instructions are not provided.

Brokerage firms have the authority under New York Stock Exchange rules to vote shares for which their customers do not provide voting instructions on routine matters. The ratification of the selection of our independent registered public accounting firm, Deloitte & Touche LLP, for fiscal year 2022 is considered a routine matter. When a proposal is not routine and the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that proposal. Those shares are considered “broker non-votes.” Please note that, under New York Stock Exchange rules, this means that brokers may not vote your shares on Proposals 1 and 3 at the 2022 Annual Meeting if you have not given specific instructions as to how to vote to the broker. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

Record Holders

You may vote your shares in one of the following ways:

◾ at the Annual Meeting

◾ by designating another person (the “proxy”) to vote on your behalf by delivering a properly completed proxy
card or submitting a proxy via the Internet at www.investorvote.com/UTL

You may revoke your designation of a proxy at any time before the vote is taken at the Annual Meeting in one of the following ways:

◾ file with Unitil’s Corporate Secretary a later-dated written notice of revocation

◾ deliver to Unitil’s Corporate Secretary a properly completed, later-dated proxy card relating to the same shares

◾ submit a later-dated proxy via the Internet if the original designation of a proxy was made via the Internet

◾ attend the Annual Meeting and vote your shares (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy)

Beneficial Holders

You may vote your shares in one of the following ways:

◾ at the Annual Meeting

you must obtain a properly completed legal proxy from your bank, broker or other nominee that will provide you with the right to vote your shares at the Annual Meeting

◾ direct your bank, broker or other nominee on how to vote your shares by following the instructions provided by the bank, broker or other nominee

You may change how your bank, broker, or other nominee will vote your shares before the vote is taken at the Annual Meeting:

◾ follow the procedures provided by your bank, broker or other nominee to make a change

ENERGY FOR LIFE

A MESSAGE FROM TOM MEISSNER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER

While 2021 was once again a challenging year with the continuation of the COVID-19 pandemic, at year end, we delivered record earnings of $2.35 per share, a 9.3% increase over 2020, and Net Income rose 12% to $36.1 million. Much of the work we accomplished over the past year will position our Company for sustained long-term growth in the coming years. Our employees are motivated and engaged and have continued to respond to the challenges of the pandemic with hard work, dedication and tenacity. Operationally, we achieved outstanding results in employee safety and gas emergency response. Customer satisfaction continues to be exceptional and we were again the top ranked company in the northeast. Overall, I am very pleased with what we collectively accomplished in another difficult year.

We are committed to strategies and investments reflecting the broader aspirations of our customers and communities. Specific initiatives are underway to capitalize on electrification opportunities, expand clean transportation, advance the electric grid, rethink energy resource planning, and pursue utility-scale renewable energy and low carbon sources of renewable natural gas. These initiatives, which are rooted in the expectation of a decarbonized society, will position our Company for long-term success as we complete the transition to a clean energy future.

Our future prospects for delivering long-term growth have never been better. The clean energy transition offers abundant opportunities to accelerate customer growth, invest in electric and gas infrastructure, and develop new sources of renewable energy. The need to decarbonize the transportation and building sectors will drive a long-term transition away from petroleum-based fuels to cleaner alternatives including electricity and natural gas. As a combination electric and gas distribution company operating in northern New England, we are uniquely positioned to contribute to, and benefit from, evolving climate policies.

As we move forward in 2022, I am optimistic about the year ahead. We have a clear vision of where our Company is headed, and we are committed to continued execution on the fundamentals of our business and alignment of our strategies with the imperative of climate action. The transition to a clean energy future offers decades of investment opportunities benefitting our customers and our communities, while delivering sustainable earnings growth for our shareholders. I am confident that the initiatives and actions we are taking now will shape the successes of tomorrow, and I’m very happy you are here to share in our journey.

-	Thomas P. Meissner, Jr.

March 29, 2022

VISION, MISSION & VALUES

LOGO

VISION

Our Vision is to transform the way
people meet their evolving energy
needs to create a clean and
sustainable future.

LOGO

MISSION

Our Mission is to safely and reliably
deliver energy for life and provide
our customers with affordable and
sustainable energy solutions.

LOGO

VALUES

Our values are grouped into four important components: Respect, Integrity, Stewardship and Excellence, otherwise known as “RISE”. Together, these value categories are central to assuring that customer experience, employee engagement and our corporate responsibilities support both our Vision and our Mission.

ACTING ON OUR VALUES

Our RISE values are the guiding principles behind our actions, but they are only as good as they are meaningful and measurable. Continued focus on the importance of these values will drive our commitment to deliver ‘energy for life’ and the achievement of our Vision of a clean and sustainable future for all of our stakeholders.

RECENT EVENTS

On March 18, 2022, we announced that Lisa Crutchfield has decided not to stand for re-election to the Board at the Annual Meeting. Ms. Crutchfield has served on the Board since 2012, including as the chair of the Compensation Committee since 2017. Ms. Crutchfield will leave the Board when her current term expires on April 27, 2022.

As a result of Ms. Crutchfield’s decision, our Nominating and Governance Committee recommended, and the Board granted, a one-time waiver of the retirement policy to Mr. Moulton with respect to his nomination as a candidate for re-election at the Annual Meeting. Mr. Moulton’s continued service on the Board will help ensure that we will have at least nine Directors, as required by our Articles of Incorporation. We believe that we will continue to benefit from Mr. Moulton’s service as a Director because of his business, financial and energy expertise, as well as his proven leadership.

DESCRIPTION OF MANAGEMENT

The table below shows Executive Officers’ biographical information as of the date of this proxy statement, including the Named Executive Officers.

MANAGEMENT INFORMATION TABLE


Name and Principal Position	Age	Description

Thomas P. Meissner, Jr. Chairman of the Board, Chief Executive Officer & President	59	Mr. Meissner has been Unitil’s chairman of the Board, chief executive officer and president since April 2018. Mr. Meissner served as Unitil’s senior vice president and chief operating officer from June 2005 until April 2018, and as senior vice president, operations, from February 2003 through June 2005. Mr. Meissner joined Unitil in 1994 and served as Unitil’s director of engineering from 1998 to 2003.

Robert B. Hevert Senior Vice President, Chief Financial Officer & Treasurer	61	Mr. Hevert has been Unitil’s senior vice president, chief financial officer and treasurer since July 2020. Prior to joining Unitil, Mr. Hevert most recently served as Partner and Practice Area Leader of Rates, Regulation and Planning at ScottMadden, Inc. (“ScottMadden”) where he practiced since June 2016. Prior to ScottMadden, Mr. Hevert was founder and Managing Partner of Sussex Economic Advisors, LLC from 2012 until it was acquired by ScottMadden in June 2016, and also President of Concentric Energy Advisors, Inc. from 2002 until 2012. Mr. Hevert also served in several senior consulting and management positions prior to 2002. Mr. Hevert is a CFA^® Charterholder.

Todd R. Black Senior Vice President, External Affairs & Customer Relations	57	Mr. Black has been Unitil’s senior vice president, external affairs and customer relations, since September 2009. Mr. Black joined Unitil in 1998 and served as vice president of sales and marketing for Usource, Inc. (“Usource”), the Company’s former energy brokering subsidiary, from 1998 until 2003, and president of Usource from 2003 until September 2009.

Justin Eisfeller Vice President & Chief Technology Officer	55	Mr. Eisfeller has been Unitil’s chief technology officer since May 2021. Mr. Eisfeller joined Unitil in 2002 and served as director of engineering from 2003 through 2008, as director of energy measurement and control from 2009 through 2016, and as vice president of information technology since January 2017. Prior to joining Unitil, Mr. Eisfeller had 15 years’ experience as an engineer and manager. Mr. Eisfeller is a registered professional engineer in New Hampshire.

Daniel J. Hurstak Chief Accounting Officer & Controller	41	Mr. Hurstak has been Unitil’s chief accounting officer and controller since March 2020. Prior to joining Unitil, Mr. Hurstak served as vice president, corporate accounting, at Fidelity Investments (“Fidelity”) from June 2016 until February 2020. Prior to Fidelity, Mr. Hurstak was a senior manager at PricewaterhouseCoopers LLP (“PwC”) from September 2009 until May 2016, and also began his career at PwC in September 2001. Mr. Hurstak is a Certified Public Accountant in the Commonwealth of Massachusetts.

Christopher J. Leblanc Vice President, Gas Operations	55	Mr. Leblanc has been Unitil’s vice president of gas operations since January 2017. Mr. Leblanc joined Unitil in 2000 and served as director of gas operations from 2008 until January 2017, and in several other gas operations management positions from 2000 until 2008.

Sandra L. Whitney Corporate Secretary	58	Ms. Whitney has been Unitil’s corporate secretary and secretary of the Board since February 2003. Ms. Whitney joined Unitil in 1990 and has also served as the corporate secretary of Unitil’s subsidiary companies since 2004.

SHARE OWNERSHIP

The following table sets forth information on the beneficial ownership of our common stock as of the Record Date, by (i) each person known to us to be the beneficial owner of more than five percent of our common stock, (ii) each Director and nominee for Director, (iii) each executive officer named in the Summary Compensation Table in the section entitled Compensation - Compensation of Named Executive Officers (the “Named Executive Officers”) and (iv) all Directors and executive officers of Unitil as a group. Except as otherwise indicated, to our knowledge, the beneficial owners listed have sole voting and sole dispositive power with respect to the shares beneficially owned by them. The address of each of Unitil’s Directors and executive officers is c/o Unitil Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.

BENEFICIAL OWNERSHIP


Name of Beneficial Owner	Common Stock		Restricted Stock Units		Percent of Class

5% Owners:

BlackRock, Inc. *⁽¹⁾*
55 East 52^nd Street, New York, NY 10055		2,771,658		—		17.40%
The Vanguard Group *⁽²⁾*
100 Vanguard Boulevard, Malvern, PA 19355		1,127,997		—		7.06%


Directors: *^{(3) (4)}*
Winfield S. Brown		1,792		1,629		*
Mark H. Collin		51,196		—		*
Lisa Crutchfield		—		14,416		*
Suzanne Foster		4,493		—		*
Edward F. Godfrey		8,083		10,943		*
Michael B. Green		5,530		15,922		*
Thomas P. Meissner, Jr. *⁽⁵⁾*		89,798		—		*
Eben S. Moulton		20,801		15,922		*
Justine Vogel		4,493		—		*
David A. Whiteley		3,392		10,943		*


Named Executive Officers: *⁽³⁾*

Thomas P. Meissner, Jr. *⁽⁵⁾*		89,798		—		*
Robert B. Hevert *⁽⁶⁾*		8,655		—		*
Todd R. Black *⁽⁷⁾*		24,546		—		*


Name of Beneficial Owner	Common Stock		Restricted Stock Units		Percent of Class
Justin Eisfeller *⁽⁸⁾*		11,401		—		*
Christopher J. Leblanc *⁽⁹⁾*		13,372		—		*
Laurence M. Brock *⁽¹⁰⁾*		15,558		—		*



All Directors and Executive Officers as a Group (17 Persons) *^(3)(11)*		269,397		66,775		1.68%

*	Represents less than 1% of the Company’s outstanding common stock.

NOTES:

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SEC Form DEF 14A filed by UNITIL Corporation