UNITED STATES
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
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Date of Report: May 4, 2010
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(Date of earliest event reported)
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THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA
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001-34245
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23-1242500
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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130 EAST MARKET STREET
YORK, PENNSYLVANIA
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17401
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(Address of principal executive offices)
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(Zip Code)
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(717) 845-3601
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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THE YORK WATER COMPANY
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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At its Annual Meeting on May 3, 2010, the Shareholders of The York Water Company (the “Corporation”) approved an amendment to its Amended and Restated Articles of Incorporation (the “Articles”) to eliminate cumulative voting. The Articles of Amendment to the Articles were filed with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania on May 3, 2010 and became effective immediately upon filing.
Specifically, the third sentence of Article V of the Articles was amended to read in its entirety as follows:
“Holders of Common Stock shall not have the right to cumulate their votes for the election of directors of the Corporation.”
Prior to this amendment, the Holders of Common Stock did have the right to cumulate their votes for the election of directors of the Corporation.
The Articles, as amended and restated, are being filed as Exhibit 3.1 to this Current Report on Form 8-K and are hereby incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of the Shareholders of The York Water Company was convened May 3, 2010 at the Strand Capital Performing Arts Center, 50 North George Street, in the City of York, Pennsylvania, at 1:00 P.M. for the purpose of taking action upon the following proposals:
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(1)
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To elect three (3) Directors to three-year terms of office.
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The actions taken by the Shareholders concerning the election of Directors are as follows:
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For
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Withheld
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Broker Non-votes
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Cynthia A. Dotzel
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6,787,389
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votes
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127,632
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votes
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3,366,698
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William T. Morris
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6,764,249
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votes
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150,772
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votes
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3,366,698
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Jeffrey S. Osman
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6,768,872
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votes
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146,149
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votes
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3,366,698
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The following Directors’ terms of office continued after the Annual Meeting:
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John L. Finlayson
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Michael W. Gang
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Jeffrey R. Hines
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George W. Hodges
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George Hay Kain, III
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Thomas C. Norris
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Ernest J. Waters
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(2)
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To approve an amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting.
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The actions taken by the Shareholders concerning the amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting are as follows:
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For Approval
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5,688,643
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Shares
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Against Approval
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1,074,217
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Shares
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Abstaining From Voting
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152,161
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Shares
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Broker Non-vote
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3,366,698
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Shares
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(3)
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To ratify the appointment of ParenteBeard LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2010.
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The actions taken by the Shareholders concerning the appointment of ParenteBeard LLC independent accountants are as follows:
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For Approval
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10,065,512
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Shares
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Against Approval
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112,872
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Shares
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Abstaining From Voting
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103,335
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Shares
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Broker Non-vote
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-
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Shares
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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3.1
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THE YORK WATER COMPANY
SIGNATURES
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 thereunto duly authorized.
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THE YORK WATER COMPANY
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Date: May 4, 2010
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By:
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/s/Kathleen M. Miller | |
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Kathleen M. Miller
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Chief Financial Officer
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