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): May 5, 2005
Chesapeake
Utilities Corporation
(Exact
name of registrant as specified in its charter)
Delaware |
001-11590 |
51-0064146 |
(State
or other jurisdiction of |
(Commission |
|
incorporation
or organization) |
File
Number) |
|
909
Silver Lake Boulevard, Dover, Delaware 19904
(Address
of principal executive offices, including Zip Code)
(302)
734-6799
(Registrant's
Telephone Number, including Area Code)
_______________________________________________________________
(Former
name, former address and former fiscal year, 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 (see General Instruction A.2. below):
[ ]
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))
Item
1.01. Entry into a Material Definitive Agreement.
On May 5,
2005, at the Annual Meeting of Shareholders of Chesapeake Utilities Corporation
(the “Company”), the shareholders of the Company approved the following equity
compensation plans.
Employee
Stock Award Plan
The
Employee Stock Award Plan (“ESAP”) allows the Company to make awards of shares
of the Company’s common stock (“Common Stock”) to employees who demonstrate
exemplary performance. Only employees of the Company and its subsidiaries who
are not officers of the Company are eligible to receive awards under the
ESAP.
ESAP
authorizes the award of up to 25,000 shares of Common Stock over the term of the
plan, of which a maximum amount of 5,000 shares can be awarded in any given
year. The ESAP expires on December 31, 2015.
The ESAP
was adopted by the Board of Directors, subject to shareholder approval, on
December 10, 2004.
Performance
Incentive Plan
The
Performance Incentive Plan (the “PIP”) is an incentive compensation plan under
which shares of Common Stock can be awarded to executive officers and other key
employees of the Company and its subsidiaries.
The
objectives of the PIP are to further the long-term growth and earnings of the
Company by providing incentives and awards to those employees of the Company and
its subsidiaries who are in positions in which they can contribute significantly
to the achievement of that growth; to encourage those employees to obtain
proprietary interests in the Company; and to assist the Company and its
subsidiaries in recruiting able management.
The PIP
is administered by the Compensation Committee of the Board of Directors. The PIP
authorizes the issuance of up to 400,000 shares of Common Stock over the term of
the plan, of which no more than 25,000 shares can to be awarded to any executive
in any calendar year.
The PIP
will take effect January 1, 2006, upon the expiration of the Company’s existing
performance incentive plan, and expires on December 31, 2014.
The PIP
was adopted by the Board of Directors, subject to shareholder approval, on
February 24, 2005.
Directors
Stock Compensation Plan
The
Directors Stock Compensation Plan (“DSCP”) replaces the Company’s prior
directors stock compensation plan that expired on December 31, 2004.
The
purpose of the DSCP is to enhance the Company’s ability to attract, motivate and
retain as non-employee directors, persons of training experience and ability,
and to encourage the highest level of non-employee director performance by
providing such directors with a proprietary interest in the Company’s growth and
financial success.
Under the
DSCP, each non-employee director who is elected as a director at an Annual
Meeting or whose service as a director will continue after an Annual Meeting
will receive as compensation for services during the ensuing year, an award of
no more than 1,200 shares of Common Stock. The aggregate number of shares of
Common Stock that may be issued under the DSCP cannot exceed 75,000 shares
during the life of the DSCP, which expires on December 31, 2015.
As
previously reported in the Company’s Current Report on Form 8-K, dated February
24, 2005, for 2005, the Board of Directors approved, subject to the approval of
the DSCP at the 2005 Annual Meeting, awards under the plan of (i) 600 shares of
Common Stock to each non-employee director and (ii) 150 additional shares of
Common Stock to each chairman of a committee of the Board of
Directors.
The DSCP
was adopted by the Board of Directors, subject to shareholder approval, on
December 10, 2004.
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
/s/
Michael
P. McMasters
—————————————
Michael
P. McMasters
Senior
Vice President and Chief Financial Officer
Date: May
5, 2005