Sector: Utilities
YORK WATER · Meeting: May 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Hand has served as a director since 2020 (approximately 6 years); the company's 3-year TSR of -28.6% versus the disclosed peer group median of -30.1% shows YORW outperforming peers by +1.5 percentage points, well within the 20-percentage-point trigger threshold for negative absolute TSR, so no TSR-based vote against is warranted, and no other disqualifying flags (overboarding, attendance, independence, familial) apply.
McGlaughlin has served since 2016 and her tenure fully overlaps the measurement period; however, YORW's 3-year TSR outperforms the peer group median by +1.5 percentage points, which does not trigger the 20-percentage-point underperformance threshold, and no other disqualifying flags apply.
Wand joined in 2023 (approximately 3 years ago), so her tenure partially overlaps the 3-year measurement window; the peer-group TSR trigger does not fire regardless (YORW outperforms peers by +1.5pp), she serves on the audit committee with demonstrable financial oversight experience, and no other disqualifying flags apply.
All three nominees pass the director election screens: YORW's 3-year TSR of -28.6% outperforms the company-disclosed peer group median of -30.1% by +1.5 percentage points, well below the 20-percentage-point trigger threshold applicable to negative absolute TSR, so the TSR trigger does not fire for any director. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
CEO
Joseph T. Hand
Total Comp
$572,275
Prior Support
N/A
The CEO's total compensation of $572,275 is modest for a utility company CEO — at a $432 million market cap, this level of pay is well within reasonable benchmarks for the title, sector, and company size, and does not trigger any individual or aggregate pay-level concerns. The pay mix includes meaningful variable components: stock awards tied to a four-part long-term scorecard (total shareholder return, return on equity, customer complaint rate, and customer rate affordability) plus a cash incentive plan with objective, pre-set annual goals — both subject to a clawback policy — so incentive pay has genuine performance conditions rather than being guaranteed. The pay-for-performance alignment check is also acceptable: YORW's 3-year TSR broadly tracks its peer group (outperforming the peer median by +1.5 percentage points), meaning above-benchmark incentive pay concerns do not arise, and the overall structure supports a FOR vote.
Auditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$247,253
Non-Audit Fees
$19,320
Non-audit fees (tax fees of $19,320) represent approximately 7.8% of audit fees ($247,253), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied and policy defaults to FOR; no material restatements were identified; Baker Tilly is a large national firm appropriate for a company of YORW's size and complexity.
Meeting held May 4, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Joseph T. Hand | 98.5% | 9.3M | 138,622 | ✓ Elected |
| Laura T. Wand | 98.4% | 9.3M | 154,324 | ✓ Elected |
| Erin C. McGlaughlin | 94.1% | 8.9M | 558,406 | ✓ Elected |
Say on Pay
For 8.8M · Against 603,111 · Abstain 97,119
Auditor Ratification
For 11.3M · Against 523,670 · Abstain 26,377
The 2026 York Water annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which pass the applicable policy screens and warrant FOR votes. CEO compensation is modest and tied to measurable long-term and short-term performance goals, the company's stock performance tracks closely with its peer group, Baker Tilly's non-audit fees are minimal, and no director triggers overboarding, attendance, or TSR underperformance concerns.
9 companies disclosed in 2026 proxy filing
