According to the complaint, Plaintiff brings this class action on behalf of the public stockholders of New Jersey Resources Corporation (“NJR” or the “Company”) against NJR’s Board of Directors (the “Board” or the “Individual Defendants”) seeking equitable relief in connection with a false and misleading proxy statement filed by the Board. On December 12, 2012, NJR filed a Schedule 14(a) Proxy Statement (the “2013 Proxy”) with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”), which is scheduled for January 23, 2013. In the 2013 Proxy, the Company is soliciting shareholder proxies for, among other things, the re-election of five directors.
The 2013 Proxy, as required, devotes a section to discuss the executive compensation decisions made by the Board during the Company’s 2012 fiscal year (the year ended September 30, 2012). As discussed in the 2013 Proxy, performance-based compensation constitutes a substantial component of the compensation granted to the Company’s named executive officers.
In its discussion, however, the Board falsely represents to the Company’s shareholders that the Company has a valid plan in place, i.e. the 2007 Stock Award and Incentive Plan (the “2007 Plan”), pursuant to which the Board, through its Leadership Development and Compensation Committee (the “LDCC”), can grant tax-deductible performance-based compensation to the Company’s named executive officers under §162(m) of the Internal Revenue Code (“§162(m)”).
Plaintiff seeks to enjoin the 2013 Annual Meeting until the Board takes one of two actions. First, the Board can amend the 2013 Proxy to correct the materially false and misleading statements and material omissions regarding the LDCC’s ability to grant tax-deductible performance-based compensation under §162(m), Or Second, the Board can seek shareholder reapproval of the 2007 Plan (or any other §162(m) compliant plan) at the upcoming 2013 Annual Meeting so as to regain compliance with 162(m).
On December 31, 2012, the Plaintiff filed an amended complaint.
On September 5, 2013, the Court issued an Order granting the Defendants' Motion to Dismiss. This case was ordered closed.