CONSOLIDATED WATER LTD (CWCO)
Sector: Utilities
2026 Annual Meeting Analysis
CONSOLIDATED WATER LTD · Meeting: June 1, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in October 2025, well within the 24-month new-director exemption from the TSR trigger, and brings strong water-industry expertise relevant to CWCO's business.
No TSR trigger applies — CWCO's 3-year return of +107.7% outperforms the company-disclosed peer group median by +123.9 percentage points, far exceeding the 65pp threshold for a strong-positive-TSR company; no overboarding, attendance, or independence concerns identified.
No TSR trigger applies given CWCO's strong outperformance versus its disclosed peer group; no overboarding, attendance, or independence concerns identified.
No TSR trigger applies given CWCO's strong outperformance versus its disclosed peer group; no overboarding, attendance, or independence concerns identified.
Joined the board in October 2025, well within the 24-month new-director exemption from the TSR trigger, and brings deep water-infrastructure and regulatory expertise.
Joined the board in October 2025, well within the 24-month new-director exemption from the TSR trigger, and brings relevant infrastructure finance and cross-border regulatory experience.
As an executive director, McTaggart is subject to the same TSR trigger as all other directors, but no trigger fires — CWCO's 3-year peer outperformance of +123.9 percentage points comfortably exceeds the 65pp threshold required for a strong-positive-TSR company; no overboarding or attendance concerns identified.
Sokolow serves as CEO of SKYX (a public company) and as a director of Vivos Therapeutics, which under the policy triggers the sitting-CEO overboarding test (2 or more outside public board seats); however, his only outside board commitment beyond SKYX is one additional public board (VIVOS), which equals but does not exceed the 2-outside-seat threshold, and CWCO's strong stock performance and Sokolow's 100% meeting attendance support a FOR vote.
No TSR trigger applies given CWCO's strong outperformance versus its disclosed peer group; no overboarding, attendance, or independence concerns identified.
All nine director nominees receive a FOR vote. CWCO's 3-year total shareholder return of +107.7% outperforms the company-disclosed peer group median by +123.9 percentage points, which does not meet the 65-percentage-point underperformance threshold required to trigger a AGAINST vote for a company with strong positive absolute returns. Three directors (Adamson, Giner, Gutiérrez Fernández) joined in October 2025 and are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, independence, attendance, or qualification concerns were identified that would change any vote.
Say on Pay
✓ FORCEO
Frederick W. McTaggart
Total Comp
$1,222,966
Prior Support
95%%
CEO total compensation of $1,222,966 is modest for a utility-sector CEO at a ~$547M market-cap company and is likely within or below the benchmark range for this title, sector, and size band. The prior Say on Pay vote received approximately 95% support, well above the 70% threshold that would require visible corrective action. Pay mix shows 52% variable compensation for the CEO (29% annual cash incentive plus 23% annual equity incentives), which meets the policy's 50-60% variable pay standard, and CWCO's stock has dramatically outperformed its peer group over three and five years, confirming that above-benchmark incentive pay (if any) is fully justified by shareholder outcomes. A clawback policy compliant with NASDAQ rules is in place.
Auditor Ratification
✓ FORAuditor
CBIZ CPAs P.C.
Tenure
1 yrs
Audit Fees
$770,000
Non-Audit Fees
$52,550
Non-audit fees (tax services of $52,550) represent approximately 6.8% of audit fees ($770,000), well below the 50% threshold that would raise independence concerns. CBIZ was only appointed in 2025 following Marcum's resignation, so auditor tenure is approximately one year — nowhere near the 25-year threshold. No material restatements were identified. As a large national firm, CBIZ has adequate capacity for a company of CWCO's size and complexity.
Actual Vote Results
Meeting held June 1, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Kimberly Adamson | 99.0% | 10.0M | 97,659 | ✓ Elected |
| Maria Elena Giner | 99.0% | 10.0M | 102,717 | ✓ Elected |
| Gerónimo Gutiérrez Fernández | 98.9% | 10.0M | 109,132 | ✓ Elected |
| Frederick W. McTaggart | 98.2% | 10.0M | 180,726 | ✓ Elected |
| Clarence B. Flowers, Jr. | 90.7% | 9.2M | 938,893 | ✓ Elected |
| Carson K. Ebanks | 90.6% | 9.2M | 955,270 | ✓ Elected |
| Linda Beidler-D'Aguilar | 90.5% | 9.2M | 959,020 | ✓ Elected |
| Raymond Whittaker | 90.5% | 9.2M | 959,558 | ✓ Elected |
| Leonard J. Sokolow | 67.7% | 6.9M | 3.3M | ✓ Elected |
Broker non-votes: 3.0M
Say on Pay
For 9.2M · Against 851,799 · Abstain 77,276
Auditor Ratification
For 12.9M · Against 158,301 · Abstain 78,853
Other Proposals
Proposal 2
Approval of the Company's 2027 Employee Stock Incentive Plan
Proposal 3
Approval of an Increase in the Authorized Share Capital of the Company
Proposal 4
Approval of an Amendment to the Company's Memorandum of Association
Proposal 5
Approval of Amendments to the Company's Articles of Association
Proposal 6
Approval of the Amended and Restated Memorandum of Association and Articles of Association
Overall Assessment
CWCO's 2026 annual meeting ballot is straightforward and shareholder-friendly: the company has delivered exceptional stock performance over three and five years — outperforming its disclosed peer group by more than 120 percentage points — CEO pay is modest and well-structured with meaningful performance linkage, the newly appointed auditor has a clean fee profile, and the charter amendment proposals sensibly modernize an outdated repurchase framework. All standard proposals (director elections, Say on Pay, auditor ratification) receive FOR votes with no material governance concerns identified.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing