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 (Date of earliest event reported): May 6, 2006
Chesapeake
Utilities Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-11590
|
51-0064146
|
(State
or other jurisdiction of
|
(Commission
|
|
incorporation
or organization)
|
File
Number)
|
|
909
Silver Lake Boulevard, Dover, Delaware 19904
(Address
of principal executive offices, including Zip Code)
(302)
734-6799
(Registrant's
Telephone Number, including Area Code)
_______________________________________________________________
(Former
name, former address and former fiscal year, 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 (see General Instruction A.2. below):
[
]
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))
Item
1.01. Entry into a Material Definitive Agreement.
Director
Compensation
On
May 2,
2006 the Board reviewed the annual retainer and per meeting fees paid to
non-employee directors for their 2005/2006 terms of service on the Board
of
Directors (the “Board”) of Chesapeake Utilities Corporation (the “Company”) and
applicable committees. After consideration, the Board adopted the Compensation
Committee’s recommendation to increase the annual cash retainer and per meeting
fees paid to non-employee directors for their services. There was no increase
in
fees paid for service on a committee. The following is a summary of the
compensation arrangements approved for non-employee directors.
The
Chairman of the Board, a non-employee director, will be paid an annual cash
retainer of $120,000 for his services in that capacity. Each of the Company’s
non-employee directors, including the Chairman, will receive an annual cash
retainer of $18,500 for their services as a director. Each non-employee director
will also be paid $1,200 for each Board meeting and $1,000 for each committee
meeting attended in person or by telephone. If however, a director attends
more
than one meeting on the same day, the director will be paid as follows: (a)
Board and committee meeting on the same day - $1,200 for the Board meeting
plus
an additional $500 for each committee meeting; or (b) more than one committee
meeting (without a Board meeting) - $1,000 for the first committee meeting
and
an additional $500 for each committee meeting attended on that same
day.
Under
the
Company’s Directors Stock Compensation Plan (“DSCP”), each non-employee director
will receive an annual award of 600 shares of common stock and an additional
award of 150 shares of common stock for service as a committee chairman,
subject
to adjustment in future years consistent with the terms of the DSCP.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Election
of New Directors
On
May 2,
2006, the Company announced the election of Eugene H. Bayard and Thomas P.
Hill,
Jr., to the Company’s Board. Mr. Bayard was appointed to serve as a member of
the Corporate Governance Committee. Mr. Hill was appointed to serve as a
member
of the Audit Committee. At the same meeting, Calvert A. Morgan, Jr., was
re-elected as a director. All three individuals were elected as Class I
directors with three-year terms.
Retirement
of Directors
On
May 2,
2006, Robert F. Rider and Rudolph M. Peins, Jr. retired from the Company’s Board
of Directors in accordance with the Company’s retirement policy for directors.
For the last six years, Mr. Rider also served as Chairman of the Corporate
Governance Committee. Messrs. Rider and Peins provided twenty-nine and thirteen
years of loyal and distinguished service, respectively, to the Company’s Board.
SIGNATURE
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.
Chesapeake
Utilities Corporation
/s/
Michael
P. McMasters
—————————————
Michael
P. McMasters
Senior
Vice President and Chief Financial Officer
Date:
May
3, 2006