We are an emerging growth company, as defined under the Jumpstart Our Business Startups Act (the "JOBS Act"), and are therefore not required to provide certain disclosures regarding executive compensation required of larger public companies or hold a nonbinding advisory vote on executive compensation.
The information required by Item 11 is included under the following captions in our definitive proxy statement relating to our 2017 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2016 and is incorporated herein by reference: “Corporate Governance—Compensation of Directors”, “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation”, and “Report of the Compensation Committee”.
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The information required by Item 12 is included under the following captions in our definitive proxy statement relating to our 2017 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2016 and is incorporated herein by reference: “Security Ownership of Certain Beneficial Owners and Management” and “Equity Plan Information”.
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information required by Item 13 is included under the following captions in our definitive proxy statement relating to our 2017 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2016 and is incorporated herein by reference: “Corporate Governance—Independence of Directors” and “Certain Relationships and Related Party Transactions.”
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ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information required by Item 14 is included under the following caption in our definitive proxy statement relating to our 2017 annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2016 and is incorporated herein by reference: “Audit Matters—Independent Auditor’s Fees.”
PART IV
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ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Exhibit
See Exhibit Index.
(b) Financial Statements and Financial Statement Schedules.
Our consolidated financial statements are included in Part II, Item 8 of this Form 10-K. All other schedules for which provision is made in the applicable accounting regulations of the SEC are included in the consolidated financial statements, including the notes thereto, or are inapplicable, and therefore have been omitted.
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ITEM 16. |
FORM 10-K SUMMARY |
None.
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SIGNATURES
Pursuant to the requirements of 13 of 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Global Water Resources, Inc. |
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Date: March 10, 2017 |
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By: |
/s/ Ron L. Fleming |
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Ron L. Fleming |
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President and Chief Executive Officer |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ron L. Fleming and Michael J. Liebman, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Ron L. Fleming |
President, Chief Executive Officer, and Director |
March 10, 2017 |
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Ron L. Fleming |
(Principal Executive Officer) |
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/s/ Michael J. Liebman |
Chief Financial Officer and Corporate Secretary |
March 10, 2017 |
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Michael J. Liebman |
(Principal Financial and Accounting Officer) |
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/s/ Trevor T. Hill |
Chairman of the Board |
March 10, 2017 |
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Trevor T. Hill |
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/s/ William S. Levine |
Director |
March 10, 2017 |
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William S. Levine |
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/s/ Richard M. Alexander |
Director |
March 10, 2017 |
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Richard M. Alexander |
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/s/ Rita Theil |
Director |
March 10, 2017 |
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L. Rita Theil |
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/s/ David C. Tedesco |
Director |
March 10, 2017 |
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David C. Tedesco |
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/s/ Cindy M. Bowers |
Director |
March 10, 2017 |
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Cindy M. Bowers |
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EXHIBIT INDEX
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Exhibit |
Description of Exhibit |
Method of Filing |
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2.1.1 |
Arrangement Agreement |
Incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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2.1.2 |
Plan of Arrangement |
Incorporated by reference to Exhibit 2.1.2 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 13, 2016 |
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3.1 |
Second Amended and Restated Certificate of Incorporation of Global Water Resources, Inc. |
Incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on May 4, 2016 |
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3.2 |
Amended and Restated Bylaws of Global Water Resources, Inc.
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Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed with the SEC on May 4, 2016 |
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4.1 |
Form of Common Stock Certificate |
Incorporated by reference to Exhibit 4.1 of Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on April 26, 2016 |
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4.2 |
Form of 4.38% Senior Secured Notes, Series A due on June 15, 2028 |
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
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4.3 |
Form of 4.58% Senior Secured Notes, Series B due on December 15, 2036 |
Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2016 |
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10.1 |
Settlement Agreement for Stipulated Condemnation with the City of Buckeye, Arizona, dated March 19, 2015 |
Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.2 |
License Agreement with City of Maricopa, Arizona, dated November 9, 2006 |
Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.3 |
Employment Agreement with Ron Fleming, dated May 13, 2015* |
Incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.4 |
Employment Agreement with Michael J. Liebman, dated May 13, 2015* |
Incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.5 |
Infrastructure Coordination Agreement with Pecan Valley Investments, LLC, dated January 28, 2004 |
Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.6 |
Infrastructure Coordination Agreement with JNAN, LLC, dated July 1, 2004 |
Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.7 |
Infrastructure Coordination and Finance Agreement with Dana B. Byron and Jamie Maccallum, dated July 21, 2006 |
Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.8 |
Infrastructure Coordination and Finance Agreement with The Orchard at Picacho, LLC, dated January 8, 2008 |
Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.9 |
Infrastructure Coordination, Finance and Option Agreement with Sierra Negra Ranch, LLC, dated July 10, 2006 |
Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.10 |
Infrastructure Coordination and Finance Agreement, dated December 20, 2007 |
Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |
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10.11.1 |
GWR Global Water Resources Corp. Stock Option Plan* |
Incorporated by reference to Exhibit 10.17.1 of the Company’s Registration Statement on Form S-1 (File No. 333-209025) filed with the SEC on January 19, 2016 |