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) o

f th

Securities Exchange Act of 1934

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☐	Preliminary Proxy Statement

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☒	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)

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Unitil Corporation

2023 Proxy Statement

Notice of Annual Meeting of Shareholders

LOGO

Annual Meeting ◆ Wednesday, April 26, 2023

11:30 a.m. EDT

Hampton, New Hampshire

LOGO

March 27, 2023

Dear Fellow Shareholder,

I am pleased to invite you to the Unitil Corporation Annual Meeting of Shareholders to be held on Wednesday, April 26, 2023, 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 five 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, and an advisory vote on the frequency of future advisory votes 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. Throughout 2022, we honored our commitments to our shareholders, customers, employees, local communities and partners by investing in people, technology, and assets, delivering exceptional customer service, and producing strong financial results. Looking forward, our disciplined approach to operating excellence, financial integrity, and strategy execution will continue to support those commitments.

On behalf of the Board of Directors and management of Unitil Corporation, thank you for your continued support and confidence in 2023.

Sincerely,

LOGO

Thomas P. Meissner, Jr.

Chairman of the Board,

Chief Executive Officer and

President

LOGO


		Hampton, New Hampshire March 27, 2023

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Unitil Corporation (the “Company”) 2023 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 26, 2023, at 11:30 a.m. Eastern time for the following purposes:

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

Election of one Director of the Company in Class I, nominated by the Board of Directors, to serve an initial term of two years;

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023;

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

Vote, on an advisory basis, as to whether future approval, on an advisory basis, of the compensation of the Company’s named executive officers should occur every one, two or three years; and

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

The Board of Directors set February 17, 2023, 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,

LOGO

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 26, 2023

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

SEC Form DEF 14A filed by UNITIL Corporation