Essential Utilities (WTRG) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2025, with earnings per share above guidance and net income of $616.4M, up 3.5% from 2024; invested $1.4B in infrastructure and increased the dividend for the 35th time in 34 years.

• Announced a transformative merger with American Water, expected to close by Q1 2027, creating a $40B market cap utility.

• Recognized for environmental stewardship and community engagement, including $7M in charitable contributions and national ESG awards.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, approve executive compensation (Say-on-Pay), and ratify PricewaterhouseCoopers LLP as auditor for 2026.

• All directors except the CEO are independent; majority voting and resignation policy in place for directors.

• Shareholder engagement included over 400 meetings in 2025, with feedback incorporated into compensation and governance disclosures.

Board of directors and corporate governance

• Board comprises seven nominees with diverse backgrounds; 29% women, 14% racially/ethnically diverse.

• Six of seven directors are independent; robust committee structure with annual evaluations and mandatory retirement at 75.

• Lead Independent Director role ensures accountability and board effectiveness.

• Comprehensive governance policies include clawback, anti-hedging, and human rights policies.