Middlesex Water Company (MSEX)
NASDAQ: MSEX · Real-Time Price · USD
51.81
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May 26, 2026, 2:14 PM EDT - Market open
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AGM 2026

May 19, 2026

Operator

Good morning, ladies and gentlemen, and welcome to Middlesex Water Company's annual meeting of shareholders. I would like to introduce you to Nadine Leslie, Chair, President, and Chief Executive Officer of Middlesex Water Company. Ms. Leslie, you may begin.

Nadine Leslie
Chair, President, and CEO, Middlesex Water Company

Thank you. Good morning, everyone. It is my pleasure to welcome all of you to our 2026 annual shareholders meeting. It is now 11:00 A.M., and in accordance with the notice of the meeting, I would like to call to order the annual meeting of shareholders of Middlesex Water Company. Jay Kooper, Vice President, General Counsel, and Secretary of Middlesex Water Company, will serve as Secretary of the meeting. We intend to conduct this meeting in accordance with the agenda. I would like now to recognize the members of your Board of Directors. Dr. Joshua Bershad, Executive Vice President, Physician Services of RWJBarnabas Health, and Chief Medical Officer of Rutgers Athletics. James F. Cosgrove, Jr., President of One Water Consulting, LLC. Kim Hanemann, President and Chief Operating Officer of Public Service Electric and Gas Company.

Robert Hoglund, Retired Senior Vice President and Chief Financial Officer of Consolidated Edison, Inc. Steven Klein, President and Chief Executive Officer of Northfield Bancorp, Inc., and a subsidiary Northfield Bank. Amy Mansue, Chief Executive Officer of Inspira Health and Lead Director of the Middlesex Water Company Board. Vaughn McKoy, Partner with the law firm of Connell Foley, LLP. Ann Noble, Financial Consultant. Walter Reinhard, retired partner of the law firm of Norris McLaughlin, PA. I would also like to introduce members of the Middlesex Water Company executive management team. Robert Fullagar, President, New Jersey Operations. Luke McGinagal, Vice President, Human Resources. Tatyana Kaplan, Vice President and Chief Accounting Officer. Jay Kooper, Vice President, General Counsel, and Secretary. Bruce Patrick, President, Delaware Operations. Georgia Simpson, Vice President, Information Technology, and Chief Technology Officer. Greg Sorensen, Vice President and Chief Operating Officer.

Rally Zerhouni, Senior Vice President, Chief Financial Officer, and Treasurer. I would also like to acknowledge guests on this webcast today from the New Jersey Board of Public Utilities, the New Jersey Division of Rate Counsel, representatives from Broadridge Corporate Issuer Solutions, and Daniel Chavez, Partner representing our auditing firm, PricewaterhouseCoopers LLP. Peter Descovich of IOE Services, Inc. has been appointed today Inspector of Election. The Inspector of Election has executed the oath of the Inspector of Election, and that oath will be appended to the minutes of this meeting. Peter will report the voting results later in the meeting. You may enter any questions in the area provided on this meeting website, and we will answer questions following our remarks. I will now turn the meeting over to Jay Kooper to begin the formal matters to be discussed.

The Secretary will give a report with respect to the record date for the meeting, notice of this meeting, presence of a certified list of shareholders, the presence of a quorum, and the oaths of the proxies.

Jay Kooper
VP, General Counsel, and Secretary, Middlesex Water Company

Thank you, Nadine. We are conducting this meeting in accordance with our bylaws and the annual meeting rules of conduct. These rules are available on this meeting website. Under U.S. Securities and Exchange Commission rules, allowing us to furnish proxy materials to shareholders over the Internet, a notice of Internet availability of proxy materials was mailed to some shareholders. Others who have chosen not to receive these materials in electronic form received a full set of proxy materials in paper form, as in the past. The company's annual report to shareholders is also available on this meeting website, the company website, and a copy will be filed with the records of this meeting.

As a reminder, shareholders attending the virtual meeting can vote their shares online from now through the closing of the polls by logging into the meeting website as a shareholder and clicking the Vote button on your screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. We will begin by attending to the formal business of the meeting. The board of directors, on February 19th, 2026, by resolution, fixed the close of business on March 24th, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting.

This meeting is held pursuant to the notice of annual meeting that we began mailing to shareholders on April 6, 2026. I have been provided with a complete certified list of stockholders of Middlesex Water Company entitled to vote at this meeting. This list of shareholders can be found on this meeting website. We have received an affidavit of mailing from Broadridge indicating that notice of the meeting has been duly given, a copy of which will be appended to the minutes of this meeting. A copy of our proxy statement is available on this meeting website, on Middlesex Water Company's website, and the Securities and Exchange Commission's website at www.sec.gov.

The Inspector of Election has confirmed that proxies have been received representing a majority of the nearly 18,581,513 shares of Middlesex Water common stock entitled to vote as of the record date of March 24, 2026. I declare that there is a quorum present. The oaths of Kim Hanemann and Ann Noble, who will serve as proxies, have been presented. Accordingly, the meeting is duly constituted, and we may now proceed with the business of the meeting. As I previously noted, the polls are open for voting.

Nadine Leslie
Chair, President, and CEO, Middlesex Water Company

The principal items of business to be voted on at this meeting are set forth in the notice of annual meeting to shareholders. The first item of business to be considered and voted on by shareholders is the election of four directors. The nominees for election as directors and set forth in the proxy statement for this meeting are Joshua Bershad, James F. Cosgrove, Jr., and Vaughn McKoy to a three-year term as Class III directors, and Robert Hoglund to a two-year term as a Class II director. The Board of Directors unanimously recommends a vote for the approval of this proposal.

The second item of business to be considered and voted on today by our shareholders is to obtain a non-binding advisory vote for the compensation of our named executive officers as defined under Securities and Exchange Commission regulations. Such compensation is detailed in the proxy materials.

As you may be aware, under the provisions of the Dodd-Frank Act, as our proxy indicates, this shareholder vote is advisory only and is non-binding. The board of directors unanimously recommends a vote for approval of this proposal. The third item of business is to ratify the appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

The Board of Directors unanimously recommends a vote for approval of this proposal. That concludes the presentation of the items of business that you have been asked to vote on at today's meeting. The polls are now closed. We have allotted time to answer questions submitted by shareholders, we will attempt to address them in the time allowed. We have received one question. Rally Zerhouni, our Senior Vice President, CFO and Treasurer, will address the question received.

Rally.

Rally Zerhouni
SVP, CFO, and Treasurer, Middlesex Water Company

Thank you, Nadine. The question that we have received is related to opportunities for data centers in our service territory. At this time, we have not received applications related to data centers in our service territory. We will assess those applications as they come in, and our ability to provide water for those applications.

Nadine Leslie
Chair, President, and CEO, Middlesex Water Company

With there being no further questions, I believe the Inspector of Election, Peter Descovich, is now ready to report on the results of the voting. Peter.

Peter Descovich
Inspector of Elections, IOE Services, Inc

I have received the preliminary voting results based on the proxies received as of the opening of the polls at today's meeting. The preliminary voting results are as follows. Proposal 1, the election of directors Joshua Bershad, James F. Cosgrove, Jr., and Vaughn McKoy to a three-year term, and Robert Hoglund to a two-year term. This proposal received more than the majority of the votes cast in favor and has been approved. Proposal 2, to obtain a non-binding advisory vote approving the compensation of the company's named executive officers. This proposal received more than the majority of the votes cast in favor and has been approved. Proposal 3, to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. This proposal received more than the majority of the votes cast in favor and has been approved.

All votes are subject to final certified count.

Nadine Leslie
Chair, President, and CEO, Middlesex Water Company

Thank you, Peter. We will report the final vote results on a Form 8-K to be filed with the Securities and Exchange Commission within four business days from today's meeting in accordance with the SEC's regulations. I would like to thank all of you for your vote of confidence in this board and the senior leadership team by your approval of these proposals. I would like to thank our Inspector of Election, Peter Descovich and Broadridge for facilitating this virtual meeting, as well as shareholders and guests for attending this annual meeting of shareholders. This meeting replay will be archived on our website at www.middlesexwater.com. There being no further business, the annual meeting of shareholders of Middlesex Water Company is now formally adjourned.

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