YORK WATER (YORW)
Sector: Utilities
2026 Annual Meeting Analysis
YORK WATER · Meeting: May 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Hand has served as a director since 2020 and is also CEO; the 3-year TSR trigger does not fire because YORW's 3-year return of -28.6% is only 1.5 percentage points below the peer group median of -30.1%, well within the 20-percentage-point threshold required to trigger a AGAINST vote, and no other disqualifying flags (overboarding, attendance, independence concerns) apply.
McGlaughlin has served since 2016, giving her full overlap with the measurement period; the peer-group TSR comparison shows YORW outperforming the peer median by 1.5 percentage points over three years, so the underperformance trigger does not apply, and she has no overboarding, attendance, or independence issues.
Wand joined the board in 2023, which is less than 36 months ago but more than 24 months, so the exemption for brand-new directors does not fully apply; however, the peer-group TSR gap of +1.5 percentage points means YORW actually outperformed the peer median, so no TSR trigger fires, and she has no overboarding, attendance, or independence concerns.
All three nominees pass policy screens: YORW's 3-year total shareholder return of -28.6% is essentially in line with the company-disclosed peer group median of -30.1%, falling only 1.5 percentage points better than peers — far inside the 20-percentage-point threshold needed to trigger a AGAINST vote. No overboarding, attendance deficiencies, or independence issues were identified for any nominee.
Say on Pay
✓ FORCEO
Joseph T. Hand
Total Comp
$572,275
Prior Support
N/A
CEO Joseph T. Hand's total compensation of $572,275 is modest and consistent with expectations for a CEO at a small-cap regulated utility with a market cap of approximately $432 million, and is unlikely to exceed the 20% above-benchmark threshold that would trigger a AGAINST vote. The pay structure includes meaningful performance-based elements: stock awards tied to a three-year look-back on total shareholder return, return on equity, customer complaint rates, and rate affordability, and a cash incentive plan with defined annual performance objectives — together these variable components represent a reasonable share of total pay. Pay-for-performance alignment is acceptable because the company's TSR is broadly in line with its peer group, and the incentive plans include real, measurable conditions rather than guaranteed payouts.
Auditor Ratification
✓ FORAuditor
Baker Tilly US, LLP
Tenure
N/A
Audit Fees
$247,253
Non-Audit Fees
$19,320
Non-audit fees (tax preparation) total $19,320 against audit fees of $247,253, a ratio of about 8% — well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can fire per policy, and there is no evidence of material financial restatements; Baker Tilly is a large national firm appropriate for a company of YORW's size and complexity.
Overall Assessment
The 2026 York Water annual meeting presents three standard proposals: director elections, auditor ratification, and a say-on-pay advisory vote. All proposals pass policy screens and receive a FOR determination — executive pay is modest and tied to measurable performance goals, the auditor's non-audit fee ratio is well within acceptable limits, and the company's stock performance is essentially in line with its disclosed peer group, removing the primary basis for opposing any director.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing