Form type: DEF 14A
Period end: 2025-12-31
Complete the following from company records. The platform does not store an annual meeting date.
For each proposal, include a heading, the board's recommendation, and the vote required for approval.
Describe who can vote, how to vote, the quorum requirement, and how to revoke a proxy.
The Board of Directors of The York Water Company is presenting the following information with respect to its directors and executive officers for the fiscal year ended December 31, 2025. Based on responses to the Company's annual directors and officers questionnaires, the individuals serving as directors of the Company are Douglas S. Brossman, Joseph Thomas Hand, William T. Yanavitch II, Robert F. Lambert, and Steven R. Rasmussen. Mr. Hand serves as both a director and an officer of the Company in his capacity as President and Chief Executive Officer. The Board has considered the independence of each director in light of the applicable listing standards and the information provided in the questionnaire responses, and has determined that [COMPLETE: independence determinations for each non-employee director, including any relationships considered].
The executive officers of the Company are Joseph Thomas Hand, President and Chief Executive Officer; Matthew J. Scarpato, Chief Operating Officer; Matthew E. Poff, Chief Financial Officer; Alexandra C. Chiaruttini, Chief Administrative Officer and General Counsel; Mark S. Snyder, Vice President of Engineering; and Suzanne M. Becker, Vice President of Customer Service. Each executive officer serves at the discretion of the Board of Directors and holds office until a successor is duly elected and qualified or until his or her earlier resignation or removal. The Board of Directors maintains [COMPLETE: standing committee structure, committee memberships, charters, and number of meetings held during the fiscal year].
With respect to compliance with Section 16(a) of the Securities Exchange Act of 1934, [COMPLETE: Section 16(a) delinquent filings disclosure based on questionnaire responses and a review of forms filed, if any delinquencies were reported]. Additional information regarding the Company is included in its Annual Report on Form 10-K, which may be obtained free of charge upon written or oral request by writing to Molly Houck, The York Water Company, 130 East Market Street, York, Pennsylvania 17401, by telephone at (717) 718-2942, or on the Investor Relations page of the Company's website at www.yorkwater.com. The Company's Annual Report to Shareholders does not form part of the proxy solicitation materials.
The platform does not store compensation amounts. Enter the summary compensation table and director compensation from company records. Do not estimate figures.
| Name | Shares beneficially owned | Percent of class |
|---|---|---|
| Brossman Douglas S | 454 | Less than 1% |
| Snyder Mark S | 4,930 | Less than 1% |
| Scarpato Matthew J | 2,697 | Less than 1% |
| Poff Matthew E | 9,502 | Less than 1% |
| Hand Joseph Thomas | 43,308 | Less than 1% |
| Chiaruttini Alexandra C | 5,930 | Less than 1% |
| Becker Suzanne M | 374 | Less than 1% |
| Yanavitch William T. Ii | 352 | Less than 1% |
| Lambert Robert F | 230 | Less than 1% |
| Rasmussen Steven R | 4,828 | Less than 1% |
| All directors and executive officers as a group (10 persons) | 72,604 | Less than 1% |
In connection with the preparation of this proxy statement, The York Water Company distributed annual directors' and officers' questionnaires to each of its directors and executive officers for the fiscal year ended December 31, 2025. The questionnaires were completed by the Company's directors, Douglas S. Brossman, William T. Yanavitch II, Robert F. Lambert, and Steven R. Rasmussen; its President and Chief Executive Officer, Joseph Thomas Hand, who also serves as a director; and its executive officers, Mark S. Snyder, Vice President of Engineering, Matthew J. Scarpato, Chief Operating Officer, Matthew E. Poff, Chief Financial Officer, Alexandra C. Chiaruttini, Chief Administrative Officer and General Counsel, and Suzanne M. Becker, Vice President of Customer Service. These questionnaires solicit information regarding any transaction, or any proposed transaction, in which the Company was or is to be a participant and in which any director, executive officer, or member of their immediate families had or will have a direct or indirect material interest.
Based on the responses to the annual questionnaires, no reportable related party transactions were identified for the year ended December 31, 2025. Accordingly, there are no transactions required to be disclosed under Item 404 of Regulation S-K. The Company's policies and procedures for the review, approval, or ratification of related party transactions are described under [COMPLETE: reference to the Company's related party transaction policy and the board committee responsible for its administration].
The following table sets forth information concerning the compensation of the principal executive officer (PEO) and the average compensation of the other named executive officers (non-PEO NEOs) of YORK WATER CO, together with total shareholder return and net income for each covered fiscal year.
| Year | Summary compensation table total for PEO | Compensation actually paid to PEO | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs | Value of initial fixed $100 investment based on total shareholder return | Net income |
|---|---|---|---|---|---|---|
| 2025 | ||||||
| 2024 | ||||||
| 2023 |
Compensation actually paid moved in the same direction as total shareholder return over the covered fiscal years, reflecting the equity-linked portion of executive compensation.
Compensation actually paid did not track net income on a one-to-one basis over the covered fiscal years because equity award fair value changes are driven by share price rather than reported earnings.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity awards are granted on schedules approved by the compensation committee; the company does not time awards around the release of material nonpublic information.
Equity award grant timing is predetermined: Yes.
Material nonpublic information is considered when determining award timing: No.
MNPI disclosures were timed for the purpose of affecting compensation value: No.
The company has adopted insider trading policies and procedures: Yes.
Disclose other matters that may properly come before the meeting, if any.
Outline the form of proxy card: