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CALIFORNIA WATER SERVICE GROUP

Regulatory Filings Jun 7, 2022

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): June 6, 2022 ( May 25, 2022 )

CALIFORNIA WATER SERVICE GROUP

(Exact name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation) 1-13883 (Commission file number) 77-0448994 (I.R.S. Employer Identification Number)

1720 North First Street San Jose , California (Address of principal executive offices) 95112 (Zip Code)

( 408 ) 367-8200

(Registrant’s telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, par value $0.01 CWT New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Explanatory Note

California Water Service Group (the “Company”) is filing an amendment to its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2022 (the “Original Filing”) solely for the purpose of amending and restating the Broker Non-Vote information for Proposals 3 and 4. The corrected information below supersedes and replaces in its entirety the votes previously reported for these proposals.

This Amendment does not modify or update in any way disclosures made in the Original Filing other than to correct the Broker Non-Vote information presented below for Proposals 3 and 4.

Item 5.07. Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 25, 2022 (the “Annual Meeting”). Stockholders acted on the following items of business at the Annual Meeting:

  1. The following nominees for Director were elected to serve until the 2023 Annual Meeting of Stockholders based upon the following votes:
Nominee — Gregory E. Aliff 42,585,320 263,326 114,211 4,591,045
Terry P. Bayer 42,634,866 208,768 119,223 4,591,045
Shelly M. Esque 42,436,979 424,756 101,122 4,591,045
Martin A. Kropelnicki 42,599,743 252,964 110,150 4,591,045
Thomas M. Krummel, M.D. 42,085,770 760,466 116,621 4,591,045
Richard P. Magnuson 41,331,606 1,515,966 115,285 4,591,045
Yvonne A. Maldonado, M.D. 42,513,342 350,719 98,796 4,591,045
Scott L. Morris 42,645,663 199,055 118,139 4,591,045
Peter C. Nelson 41,789,966 1,063,709 109,182 4,591,045
Carol M. Pottenger 42,525,650 338,715 98,492 4,591,045
Lester A. Snow 42,392,476 453,254 117,127 4,591,045
Patricia K. Wagner 42,776,882 87,605 98,370 4,591,045
  1. The advisory vote on the compensation paid to the Company’s named executive officers was approved as follows:
Votes For Votes Against Abstentions Broker Non-Votes
39,361,252 3,402,509 199,096 4,591,045
  1. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 was ratified as follows:
Votes For Votes Against Abstentions Broker Non-Votes
46,986,563 387,638 179,701 0
  1. The amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 68,000,000 to 136,000,000 was approved as follows:
Votes For Votes Against Abstentions Broker Non-Votes
45,386,831 1,759,124 407,947 0

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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 hereunto duly authorized.

CALIFORNIA WATER SERVICE GROUP — By: /s/ Martin A. Kropelnicki
Name: Martin A. Kropelnicki
Title: President & Chief Executive Officer

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