Table of Contents
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FIRST PAGE
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
PROXY STATEMENT SUMMARY
GENERAL INFORMATION
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for the Board of Directors
Directors with Unexpired Terms
CORPORATE GOVERNANCE
Code of Ethics and Corporate Governance Guidelines
Code of Business Conduct
Director Independence
Board Size
Board Meetings and Annual Meeting Attendance by Board Members
Board Leadership Structure
Lead Director
Board Role in Risk Oversight
Executive Sessions
Communications with the Board
Shareholder Proposals
Advance Notice of Business to be Conducted at the Annual Meeting
Committees of the Board
Board and Committee Self-Evaluation
Audit Committee
Compensation Committee
Compensation Committee Interlocks and Insider Participation
Corporate Governance and Nominating Committee
Process for Identifying and Evaluating Director Candidates
Director Candidate Recommendations and Nominations by Shareholders
Pension Committee
Ad Hoc Pricing Committee
DIRECTOR COMPENSATION AND EQUITY OWNERSHIP GUIDELINES
Director Compensation
Director Compensation Table
Director Equity Ownership
OUR APPROACH TO EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Compensation Committee Report
Compensation Discussion and Analysis
Introduction
Executive Summary
Compensation Program Oversight
Role of Executives in Compensation Committee Activities
Use of Consultants
Compensation Program Objectives and Philosophy
Components of Our Compensation Program
Stock Ownership and Holding Requirements
Summary Compensation Table
Schedule - A - Summary - All Other Compensation
Grants of Plan-Based Awards
Outstanding Equity Awards
Stock Vested During 2016
Pension Benefits
Potential Payments upon Change in Control
PROPOSAL 2 - NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL 3 - NON-BINDING PROPOSAL TO APPROVE THE FREQUENCY OF THE NON-BINDING SHAREHOLDER VOTETO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
REPORT OF THE AUDIT COMMITTEE
PROPOSAL 4 - RATIFICATION OF APPOINTMENT BY THE AUDIT COMMITTEE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independent Registered Public Accounting Firm Fees
SECURITY OWNERSHIP AND OTHER MATTERS
Security Ownership of Directors, Management and Certain Beneficial Owners
Section 16(a) Beneficial Ownership Reporting Compliance
Other Security Holders
OTHER MATTERS
Electronic Access to Proxy Materials and Annual Reports
Minutes of the 2016 Annual Meeting of Shareholders
DIRECTIONS TO MIDDLESEX WATER COMPANY
FINAL PAGE