Item
5.02. Appointment of Principal Officers.
On
September 11, 2008, the Board of Directors of Chesapeake Utilities Corporation
(the “Company”) approved the promotions of two executive officers. Effective
September 15, 2008, Michael P. McMasters will serve as Executive Vice President
and Chief Operating Officer of the Company. He has served as the Company’s Chief
Financial Officer since 1997 and Senior Vice President since 2004. Beth W.
Cooper will succeed Mr. McMasters as Senior Vice President and Chief Financial
Officer of the Company. She has served as the Company’s Vice President and
Corporate Secretary since 2005 and Corporate Treasurer since 2003.
Mr.
McMasters, age 50, joined the Company in 1980 as a Staff Accountant. He has
served as Vice President, Treasurer, Director of Accounting and Rates and
Controller. He also held the position of Vice President of Eastern Shore Natural
Gas Company, the Company’s natural gas transmission subsidiary. Mr. McMasters
spent two years of his career at Equitable Gas Company, serving as Director of
Operations Planning. Overall, he has twenty-seven years of experience in the
utilities industry. In his new role, Mr. McMasters will be responsible for the
direct oversight of day-to-day operations for all of the Company’s varied
business units, while continuing to focus on operational excellence throughout
all Company operations.
Ms.
Cooper, age 41, joined the Company in 1990 and has served as Assistant Vice
President, Assistant Treasurer, Assistant Secretary, Director of Internal Audit,
Director of Strategic Planning, Planning Consultant, Accounting Manager for
Non-regulated Operations and Treasury Analyst. She has eighteen years of
experience in the utilities industry. In her new position, Ms. Cooper will
oversee Chesapeake’s financial, corporate governance and communications
functions. She will continue to serve as Corporate Secretary and
Treasurer.
Mr.
McMasters has an employment agreement with the Company, which was included as an
exhibit to the Company’s Form 8-K filed with the Securities and Exchange
Commission (“SEC”) on January 5, 2007. Ms. Cooper also has an employment
agreement with the Company, which was included as an exhibit to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2006, filed with the
SEC on March 13, 2007.
Effective
September 15, 2008, the base salaries of Mr. McMasters and Ms. Cooper are
increasing $9,000 and $10,000, respectively. The remaining terms of their
employment agreements and their current compensatory arrangements are unaffected
by their promotions. Mr. McMasters and Ms. Cooper will continue to participate
in the various compensation plans applicable to executive officers of the
Company, as previously described in the Company’s periodic reports filed with
the SEC. Their compensatory arrangements have been disclosed in the “Executive
Compensation” section of the Company’s Proxy Statement dated March 28, 2008,
filed with the SEC on April 1, 2008. Their awards and award targets under the
Company’s Performance Incentive Plan (“PIP”) and Cash Bonus Incentive Plan
(“CBIP”) remain as disclosed in the Company’s Form 8-K filed with the SEC on
January 24, 2008.
The terms
of the PIP are fully described in the Company’s Proxy Statement dated March 28,
2005. The 2005 Proxy Statement, with a copy of the PIP attached as Exhibit B
thereto, was filed with the SEC on April 5, 2005. The CBIP was adopted by the
Company on January 1, 2005, and was included as an exhibit to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2004, filed with the
SEC on March 16, 2005. Performance Share Agreements pursuant to the PIP, by
which the Company granted Performance Share Awards to each of Mr. McMasters and
Ms. Cooper, were included as exhibits to the Company’s Annual Report on Form
10-K for the year ended December 31, 2007, filed with the SEC on March 10,
2008.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 — Press Release of Chesapeake Utilities Corporation, dated September 15,
2008.
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/
Beth W. Cooper
——————————————
Beth W.
Cooper
Senior
Vice President and Chief Financial Officer
Date: September
15, 2008