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 (Date of earliest event reported): September 11, 2008
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
5.02. Election of Directors.
On
September 11, 2008, the Board of Directors of Chesapeake Utilities Corporation
(the “Company”) increased the size of the board from nine to ten directors and
appointed Dianna F. Morgan to fill the resulting vacancy, effective September
15, 2008. Ms. Morgan was appointed to serve as a member of the Compensation
Committee. She will serve as a Class III director until the Company’s next
Annual Meeting of Stockholders.
Ms.
Morgan will receive $11,700 and 411 shares of the Company’s common stock, par
value per share $0.4867 (a pro-rata portion of the annual non-employee director
retainers of $18,500 and 650 shares for the May 2008 – May 2009 term) for her
term of service from September 15, 2008 until the 2009 Annual Meeting of
Stockholders. The shares will be issued to Ms. Morgan under the Directors
Stock Compensation Plan (“DSCP”) and, consequently, will be fully vested as of
the date of the grant. The terms of the DSCP are fully described in the
Company’s Proxy Statement dated March 28, 2005, in connection with the Company’s
2005 Annual Meeting of Stockholders held on May 5, 2005, at which meeting the
DSCP was approved by the Company’s stockholders. That Proxy Statement, with
the DSCP attached as Exhibit C, was filed with the Securities and Exchange
Commission on April 5, 2005.
A copy of
the Company’s press release, which was distributed on September 15, 2008, is
attached as Exhibit 99.1 and includes biographical information for Ms.
Morgan.
Item
9.01. Financial Statements and Exhibits.
Exhibit
99.1 — Press Release of Chesapeake Utilities Corporation, dated September 15,
2008.
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/
Beth W. Cooper
——————————————
Beth W.
Cooper
Senior
Vice President and Chief Financial Officer
Date:
September 15, 2008