form8k050410.htm  

 

 
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


Date of Report: May 4, 2010
(Date of earliest event reported)

YWC logo

THE YORK WATER COMPANY
(Exact name of registrant as specified in its charter)


PENNSYLVANIA
001-34245
23-1242500
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
 
130 EAST MARKET STREET
YORK, PENNSYLVANIA
 
17401
(Address of principal executive offices)
(Zip Code)

(717) 845-3601
(Registrant's telephone number, including area code)

Not Applicable
(Former Name or Former Address, 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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 

THE YORK WATER COMPANY


Item 5.03.
 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

Item 5.07.
 
Submission of Matters to a Vote of Security Holders.
 
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:
 
(1)
To elect three (3) Directors to three-year terms of office.
 
The actions taken by the Shareholders concerning the election of Directors are as follows:
 
   
For
 
Withheld
 
Broker Non-votes
   
 
Cynthia A. Dotzel
6,787,389
votes
 
127,632
votes
 
3,366,698
   
 
William T. Morris
6,764,249
votes
 
150,772
votes
 
3,366,698
   
 
Jeffrey S. Osman
6,768,872
votes
 
146,149
votes
 
3,366,698
   
 
The following Directors’ terms of office continued after the Annual Meeting:
 
 
John L. Finlayson
Michael W. Gang
Jeffrey R. Hines
 
George W. Hodges
George Hay Kain, III
 
 
Thomas C. Norris
Ernest J. Waters
 
 
(2)
To approve an amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting.
 
The actions taken by the Shareholders concerning the amendment of our Amended and Restated Articles of Incorporation to eliminate cumulative voting are as follows:
 
 
For Approval
5,688,643
Shares
   
 
Against Approval
1,074,217
Shares
   
 
Abstaining From Voting
152,161
Shares
   
 
Broker Non-vote
3,366,698
Shares
   
           
 
 
 

 
 
 
(3)
To ratify the appointment of ParenteBeard LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2010.
 
The actions taken by the Shareholders concerning the appointment of ParenteBeard LLC independent accountants are as follows:
 
 
For Approval
10,065,512
Shares
 
 
Against Approval
112,872
Shares
 
 
Abstaining From Voting
103,335
Shares
 
 
Broker Non-vote
-
Shares
 
 
 
Item 9.01
Financial Statements and Exhibits.
   
(d) Exhibits.
 
   
Exhibit No.
Description of Exhibit
   
3.1




 
 

 

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.


 
THE YORK WATER COMPANY
 
       
Date: May 4, 2010
By:
/s/Kathleen M. Miller  
   
Kathleen M. Miller
 
   
Chief Financial Officer