UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 17, 2011 (May 12, 2011)

Commission File Number 0-8084

Connecticut Water Service, Inc.
(Exact name of registrant as specified in its charter)

Connecticut
(State or other jurisdiction of
incorporation or organization)	06-0739839
(I.R.S. Employer Identification No.)	
 	 	
93 West Main Street, Clinton, CT
(Address of principal executive office)	06413
(Zip Code)	

(860) 669-8636
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, 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):

 	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

 	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

 	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	

 	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting of Shareholders on May 12, 2011. The following three directors were reelected to the 9-member board: Mary Ann Hanley, assistant to the President of St. Francis Hospital and former legal counsel to the Governor of Connecticut; Mark G. Kachur, the former Chairman and CEO of CUNO, Inc.; and David A. Lentini, the Chairman and CEO of The Connecticut Bank and Trust Company and member of the Board of the Federal Reserve Bank of Boston.  Each of these directors will serve a term of office of three years, until the 2014 Annual Meeting of Shareholders.

The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s April 1, 2011 proxy statement, are as follows:

Description of Matters Submitted	 	For	 	 	Withheld	 	 	Broker Non-Votes	 	
Election of Directors	 	 	 	 	 	 	 	 	 	
Mary Ann Hanley	 	 	11,682,903	 	 	 	335,659	 	 	 	9,053,515	 	
Mark G. Kachur	 	 	11,538,654	 	 	 	479,908	 	 	 	9,053,515	 	
David A. Lentini	 	 	11,562,321	 	 	 	456,241	 	 	 	9,053,515	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For	 	 	Against	 	 	Abstain	 	
Ratification of the Appointment of PricewaterhouseCoopers, LLP as the Company’s Independent Registered Public Accountants for the year ending December 31, 2011.
 	 	 	    20,517,759	 	 	 	    481,037	 	 	 	    73,281	 	

Description of Matters Submitted
 	 	For	 	 	Against	 	 	Abstain	 	 	Broker Non-Votes	 	
Non-binding advisory resolution regarding approval of the compensation of the Company’s named executive officers.
 	 	 	  10,789,237	 	 	 	  822,790	 	 	 	  401,535	 	 	 	  9,053,515	 	

Description of Matters Submitted
 	 	One
Year	 	 	Two
Years	 	 	Three
Years	 	 	Abstentions	 	 	Broker Non-Votes	 	
Advisory vote regarding the frequency for the non-binding shareholder vote regarding approval of the compensation of the Company’s named executive officers.	 	 	    9,456,097	 	 	 	    280,299	 	 	 	    1,833,229	 	 	 	    448,901	 	 	 	    9,053,515	 	

The vote results show that a majority of the votes cast were cast in favor of conducting the advisory vote on executive compensation on an annual basis. In light of this vote, and consistent with the Company’s recommendation as described in its 2011 proxy statement, the Company’s Board of Directors has determined to implement an annual advisory vote on compensation for the named executive officers, until the next advisory vote on frequency is held (which must be conducted at least every 6 years).

Item 8.01                       Other Events

2011 Annual Meeting of Shareholders

On May 12, 2011, the Company held its 2011 Annual Meeting of Shareholders at the Water’s Edge Resort & Spa, Westbrook, Connecticut. At the Annual Meeting, the Company’s shareholders elected a slate of three directors and ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for 2011, as described above.

The President/CEO and the Vice President/CFO’s slide presentation at the Annual Meeting of Shareholders will be available for viewing for 30 days at the Company’s web site: www.ctwater.com on the “Events & Presentations” page of the Investor section. The presentation is also filed herewith as Exhibit 99.1 and is hereby incorporated herein by reference.

Declaration of Dividends

At its May 12, 2011 organizational meeting, the Board of Directors (the “Board”) declared a quarterly cash dividend of $ 0.2325 per common share payable on June 15, 2011 for shareholders of record as of June 1, 2011. In addition, the Board also declared a quarterly cash dividend of $0.20 per share on Preferred A (CTWSO) shares payable on July 15, 2011 for shareholders of record as of July 1, 2011, and a quarterly cash dividend of $0.225 on Preferred 90 (CTWSP) shares payable on August 1, 2011 for shareholders of record as of July 18, 2011.

Award of Restricted Shares to Non-Employee Directors

On May 12, 2011, the Board approved the award of restricted shares of the Company’s Common Stock to each of the Company’s non-employee directors under the Company’s 2004 Performance Stock Program (the “Program”). These awards are consistent with a similar set of awards made on each May since 2007 pursuant to the Board’s director compensation policies established by the Board in 2007.

In 2011, the number of shares of Common Stock comprising each restricted share award shall, in each case, be equal to $10,000 divided by the fair market value (as calculated under the Program) of a share of Common Stock on May 11, 2011, the day prior to date of grant, and rounded up to the nearest whole share. The awards are not subject to the attainment of performance conditions and will vest in full as of May 12, 2012, the first anniversary of the date of grant. Each award will be evidenced by a written award agreement between the Company and the non-employee director. A copy of the form of restricted share award agreement for non-employee directors was filed as Exhibit 10.1 to the Company’s Form 8-K dated May 10, 2007.

 

Lead Director Succession Plan

As disclosed in the Company’s 2011 Proxy Statement, the Board of Directors has been engaged in succession planning for its Lead Director position.  On May 12, 2011 the Board met and unanimously approved the appointment of David A. Lentini as the Board’s incoming lead independent director, effective at the Annual Meeting of Shareholders in May of 2012.  Donald B. Wilbur, former Plant Manager of Unilever HPC, USA will retire at the May 2012 Annual Meeting of Shareholders and has served on the Board since 1993.

Mr. Lentini has been a director since 2001.  He currently is Chairman and Chief Executive Officer of The Connecticut Bank and Trust Company.  Mr. Lentini is a member of the Board of Directors of the Federal Reserve Bank of Boston and he also serves on the Board of Cooper-Atkins Corporation.  Mr. Lentini is active in the community and serves on a number of civic, educational and business boards and organizations.  Mr. Lentini’s experience as a bank Chief Executive Officer and director of the Federal Reserve Bank of Boston provides him with valuable knowledge of finance, executive leadership, employee and customer satisfaction, and capital markets.

News Release

On May 13, 2011, the Company issued a press release describing the voting results of shareholders at the annual meeting, the election of directors, the ratification by shareholders of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for the year ending December 31, 2011 and the declaration of dividends by the Board. A copy of the Company’s press release dated May 13, 2011 is filed herewith as Exhibit 99.2 and is hereby incorporated herein by reference.
 
Item 9.01                       Financial Statements and Exhibits:

 The following are filed herewith as exhibits

(c)  	Exhibits	

10.1	Form of Restricted Share Award Agreement for non-employee Directors under the Company’s 2004 Performance Stock Program (Exhibit 10.1 to Form 8-K filed on May 10, 2007).	
 	 	
99.1	President/CEO and the Vice President/CFO’s presentation at the Annual Meeting of Shareholders, May 12, 2011.	
99.2	Company press release dated May 13, 2011.	

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 	Connecticut Water Service, Inc.
(Registrant)
 	
Date:   May 17, 2011	By:   /s/ David C. Benoit
 
David C. Benoit
Vice President – Finance and
Chief Financial Officer

Connecticut Water Service, Inc.
2011 Annual Meeting
of Shareholders
May 12, 2011

 

Forward Looking Statements
Except for the historical statements and
discussions, some statements contained in this
report constitute “forward looking statements”
within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward looking
statements are based on current expectations and
rely on a number of assumptions concerning future
events, and are subject to a number of
uncertainties and other factors, many of which are
outside our control, that could cause actual results
to differ materially from such statements.

 

2010 Recap
2010 - $66.4M
2009 - $59.4M
Revenue
2010 - $239.7M
2009 - $201.0M
Rate Base
Net Income
2009 - $10.1M
2010 - $9.8M

 

2010 Performance

 

Water Utility Peer Group
2008-2010

 

Water Utility Peer Group
2006-2010

 

Regulatory Results
•   July 2010 Decision
  –   Received $8.0 million
  –   100% of Capital Investment
  Allowed
  –   No Stay-out Provision
•   WICA Surcharge
  –   1.69% Additional Increase
  in January 2011
  –   Next Filing - Fall 2011

 

Capital Expenditures
* 2011 Projected

 

Financial Priorities
•   Growth
  –   Acquisitions
  –   Capital Investment
  –   Unregulated - Leverage Strength
•   Manage Costs
•   Capital Remains Available

 

1 st Quarter EPS
2011 vs 2010
EPS

 

Connecticut Water Service, Inc.
2011 Annual Meeting
of Shareholders
May 12, 2011

 

Water Touches Everything
We Care About…

 

Water Touches Everything
We Care About…

 

Water Touches Everything
We Care About…

 

Water Touches Everything
We Care About…

 

 

•   Honesty
•   Trust
•   Respect
•   Service
•   Teamwork
•   Positive Attitude
•   Communication
•   Accountability

 

•   Organized in 1956
•   55 Towns
•   Serving 300,000 people
  –   90% Residential
•   199 Employees
Your Company…

 

Our Strategy…

 

•   High Quality Water
•   Reliable
•   Efficient
•   Responsive &
  Courteous Service
Customer Strategy

 

•   EPA Partnership Award
•   H 2 O Assistance Program
•   > 90% Customer Satisfaction
  –   World Class ! - 5 years
•   Public Officials @ 92.9%
Customer Service

 

New Web site
 www.ctwater.com

 

Social Media
 Facebook, Twitter, YouTube

 

•   Corporate Responsibility Committee
•   Open Space Land Strategy
•   Forest Management Plans
•   Water Supply Planning
  –   Forecast & Plan supply for next 50 years
•   Hybrid vehicles, videoconferencing, energy efficiency
Environmental Stewardship

 

•   Water for People
•   United Way
•   Special Olympics
•   SARAH
•   The Kate (Old Saybrook)

 

•   Infrastructure Investment
  and Recovery
•   Acquisitions
•   Service Offerings
Growth Strategy

 

Water Main Replacement
•   1500 miles of pipe

 

•   Infrastructure Investment
  –   5% annual cap
  –   7.5% maximum adjustment
•   $13 - 15 million in
Capital Expenditure
•   Current surcharge - 1.69%

 

•   Water & Waste Water
  –   Connecticut
  –   New England
  –   Atlantic Coast States
•   Fair Regulation
•   61 Acquisitions in 21 years

 

•   Hawk’s Nest - Old Lyme
  –   Agreement reached
  (pending DPUC approval)
•   Green Springs Water Co. - Madison
  –   Completed March 2011

 

•   80 client contracts
  –   O&M
  –   Compliance Reporting
•   University of Connecticut

 

Linebacker ® Plans
Service Line Protection
Sewer/Septic Lines
Home Plumbing
2010
2009
2008
2007
2006
2005

 

•   Employer of choice
•   Our Culture…Values based
•   Employee Satisfaction
  –   Exec Comp Metric
•   “Satisfied Employees
  Satisfy Customers”
Employee Strategy

 

Shareholder Strategy
•   Strong Dividend Yield
•   High Earnings Quality
•   Strong Balance Sheet

 

Performance
•   Total Shareholder Return
  –   Ranked #1 - 2008 - 2010
  –   Ranked #2 - 2006 - 2010
•   Dividends
  –   Yield 3.7%
  –   Paid since 1956
  –   Increased 41 years

 

Analysts Remarks…
•   “Boasting a stable business model, steadily growing dividends, and low
  stock price volatility, Connecticut Water is a compelling story for
  investors…” (Janney, April 2011).
•   Rate relief and operating discipline drive significantly improved EPS in 1Q11.
  (Baird, May 2011).
•   CTWS posted FQ1 quarter earnings solidly above B&S and consensus
  estimates…we note CTWS strong management team and 3.7% dividend
  yield.   (Boenning, May 2011).

 

Thank you for your support
Your Questions & Feedback…

 

 	Exhibit 99.2	
	NEWS	
93 West Main Street, Clinton, CT 06413	 	

Connecticut Water Service, Inc. Elects Directors and Declares Dividends

Clinton, Connecticut, May 13, 2011 – Shareholders of Connecticut Water Service, Inc.
(NASDAQ GS:CTWS) elected a slate of three directors and ratified the Audit Committee’s selection of PricewaterhouseCoopers LLP as independent auditors for 2011, at the Company’s Annual Meeting of Shareholders held on May 12, 2011 in Westbrook, Connecticut.
Reelected to the nine member board were Mary Ann Hanley, an attorney, Assistant to the President of St. Francis Hospital and Medical Center and Director of The Valencia Society, the endowment fund for the Hospital; Mark G. Kachur, retired Chairman and Chief Executive Officer of CUNO, Inc.; and David A. Lentini, Chairman and Chief Executive Officer of The Connecticut Bank and Trust Company and a member of the Board of the Federal Reserve Bank of Boston.
Eric W. Thornburg, Connecticut Water’s Chairman, President and CEO, said “Our Board has broad experience in regulatory, financial and executive management. Our shared philosophy is to build shareholder value by satisfying customers and communities by providing high-quality water and world class customer service, rewarding employees who achieve high performance, and growing the Company through prudent acquisitions.”
The Board of Directors declared a quarterly cash dividend of $ 0.2325 per common share payable on June 15, 2011, for shareholders of record as of June 1, 2011. This quarterly dividend remains unchanged from the previous quarter and represents an annualized dividend of $0.93 per share. As of May 12, 2011, the dividend yield on the Company’s common stock was more than 3.6%. Connecticut Water has paid dividends on its common stock each quarter since its founding in 1956 without interruption or reduction, and has increased dividend payments for each of the last 41 years. The Company’s Dividend Reinvestment Plan and Common Stock Purchase Plan (DRIP) is available to registered shareholders. Additional information about the DRIP and a plan prospectus are available online at the Company’s Web site ( http://www.ctwater.com ) or upon request.
The Board also declared a quarterly cash dividend of $0.20 per share on Preferred A shares (CTWSO) payable on July 15, 2011, for shareholders of record as of July 1, 2011, and a quarterly cash dividend of $0.225 on Preferred 90 (CTWSP) shares payable on August 1, 2011, for shareholders of record as of July 18, 2011.
The President/CEO and the Vice President/CFO’s slide presentation from the Annual Meeting of Shareholders will be available for viewing for 30 days at the Company’s Web site, www.ctwater.com on the “ Events & Presentations ” page of the Investors section.
###

This news release may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the Company’s results of operation, financial position and long-term strategy. These forward-looking statements are based on current information and expectations, and are subject to risks and uncertainties discussed in our filings with the Securities and Exchange Commission, which could cause the Company’s actual results to differ materially from expected results. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.