Essential Utilities, Inc. — Proxy Solicitation & Information Statement 2010

Apr 26, 2010

DEFA14A 1 t67862_defa14a.htm DEFINITIVE ADDITIONAL MATERIALS t67862_defa14a.htm Licensed to: ga4252 Document Created using EDGARizerAgent 5.1.5.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

x Definitive Additional Materials

¨ Soliciting Material Pursuant to §240.14a-12

AQUA AMERICA, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| Payment
of Filing Fee (Check the appropriate box): — x | No
fee required. | |
| --- | --- | --- |
| o | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. | |
| | (1) | Title
of each class of securities to which transaction
applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): |
| | (4) | Proposed
maximum aggregate value of transaction: |
| | (5) | Total
fee paid: |

| o | Fee
paid previously with preliminary materials: | |
| --- | --- | --- |
| o | Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing. | |
| | (1) | Amount
previously paid: |
| | (2) | Form,
Schedule or Registration Statement No.: |
| | (3) | Filing
Party: |
| | (4) | Date
Filed: |

On April 2, 2010, Aqua America, Inc. (“Aqua America”) filed definitive proxy materials relating to its Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 13, 2010. The following letter was mailed to certain shareholders of Aqua America on April 26, 2010 as a reminder to such shareholders to vote their shares and/or return proxies for the Annual Meeting. This letter may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

| Aqua
America, Inc. |
| --- |
| 762 W.
Lancaster Avenue |
| Bryn
Mawr, PA 19010 |

April 26, 2010

Dear Fellow Shareholder:

You recently received proxy materials in connection with the annual meeting of shareholders of Aqua America, Inc. (“Aqua America”). According to our latest records, your PROXY VOTE for this meeting HAS NOT YET BEEN RECEIVED .

Please Vote Today.

Your Board of Directors recommends that you vote “FOR” each of the nominees to the Board, “FOR” the ratification of PricewaterhouseCoopers LLP as our independent auditors for the year 2010, and “ AGAINST” a shareholder proposal regarding the preparation and publication of a sustainability report.

Due to a recent change in NYSE rules, stockbrokers, banks and other nominees who hold shares for you are no longer allowed to vote your shares in the election of directors unless they have received your specific voting instructions. Therefore, regardless of the number of shares you own, it is important that they be represented and voted in accordance with your instructions at the annual meeting.

Your vote is important to us and we need your support.

Electronic voting is available for you. The voting process is quick, easy and free.

| ■ | VOTE
VIA THE INTERNET : You may cast your vote
by logging into the Internet address located on the enclosed proxy form
and following the instructions on the website. |
| --- | --- |
| ■ | VOTE
BY TOUCHTONE PHONE : You may cast your vote
by calling the toll-free number on the enclosed proxy form. Please follow
the instructions on your proxy form to cast your vote. |
| ■ | VOTE
BY MAIL : You may also cast your vote by mail. Simply sign, date
and mail the enclosed proxy form in the postage-prepaid return envelope
provided. |

Even if you plan to attend the meeting, please vote your shares now so that your vote can be counted without delay.

Thank you in advance for your support and for acting promptly.

On behalf of your Board of Directors,

Roy H. Stahl

Chief Administrative Officer, General Counsel, and Secretary