Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.60M
2: EX-10.33 Material Contract HTML 41K
3: EX-10.34 Material Contract HTML 43K
4: EX-21 Subsidiaries List HTML 43K
5: EX-23.1 Consent of Expert or Counsel HTML 38K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 46K Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 42K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 38K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 39K
16: R1 Document and Entity Information HTML 103K
17: R2 Audit Information HTML 42K
18: R3 Consolidated Statements of Income HTML 131K
19: R4 Consolidated Statements of Comprehensive Income HTML 97K
20: R5 Consolidated Statements of Comprehensive Income HTML 59K
(Parenthetical)
21: R6 Consolidated Statements of Cash Flows HTML 134K
22: R7 Consolidated Balance Sheets HTML 232K
23: R8 Consolidated Balance Sheets (Parenthetical) HTML 49K
24: R9 Consolidated Statements of Stockholders' Equity HTML 111K
25: R10 Consolidated Statements of Stockholders' Equity HTML 48K
Consolidated Statements of Stockholders' Equity
(Parenthetical)
26: R11 Summary of Significant Accounting Policies HTML 122K
27: R12 Earnings Per Share HTML 60K
28: R13 Acquisitions HTML 75K
29: R14 Revenue Recognition Revenue Recognition (Notes) HTML 237K
30: R15 Segment Information HTML 106K
31: R16 Supplemental Cash Flow Disclosures HTML 57K
32: R17 Derivative Instruments HTML 96K
33: R18 Fair Value of Financial Instruments HTML 95K
34: R19 Goodwill and Other Intangible Assets HTML 67K
35: R20 Income Taxes HTML 111K
36: R21 Long-Term Debt HTML 95K
37: R22 Short-Term Borrowing HTML 46K
38: R23 Leases HTML 80K
39: R24 Stockholders' Equity HTML 67K
40: R25 Employee Benefit Plans HTML 213K
41: R26 Share-Based Compensation Plans HTML 77K
42: R27 Rates and Other Regulatory Activities HTML 118K
43: R28 Environmental Commitments and Contingencies HTML 47K
44: R29 Other Commitments and Contingencies HTML 53K
45: R30 Summary of Significant Accounting Policies HTML 164K
(Policies)
46: R31 Summary of Significant Accounting Policies HTML 79K
(Tables)
47: R32 Earnings Per Share (Tables) HTML 59K
48: R33 Acquisitions (Tables) HTML 57K
49: R34 Revenue Recognition Revenue Recognition (Tables) HTML 227K
50: R35 Segment Information Segment Information (Tables) HTML 98K
51: R36 Supplemental Cash Flow Disclosures (Tables) HTML 58K
52: R37 Derivative Instruments (Tables) HTML 94K
53: R38 Fair Value of Financial Instruments (Tables) HTML 87K
54: R39 Goodwill and Other Intangible Assets (Tables) HTML 69K
55: R40 Income Taxes (Tables) HTML 109K
56: R41 Long-Term Debt (Tables) HTML 86K
57: R42 Leases Leases (Tables) HTML 85K
58: R43 Stockholders' Equity (Tables) HTML 65K
59: R44 Employee Benefit Plans (Tables) HTML 208K
60: R45 Share-Based Compensation Plans (Tables) HTML 76K
61: R46 Rates and Other Regulatory Activities Summary of HTML 90K
Effects of Tax Reform Impact on Regulated
Businesses (Tables)
62: R47 Environmental Commitments and Contingencies HTML 41K
Environmental Remediation Status (Tables)
63: R48 Other Commitments and Contingencies Other HTML 46K
Commitments and Contingencies (Tables)
64: R49 Summary of Significant Accounting Policies - HTML 85K
Summary of Property, Plant and Equipment by
Classification (Detail)
65: R50 Summary of Significant Accounting Policies - HTML 65K
Additional Information (Detail)
66: R51 Summary of Significant Accounting Policies - HTML 52K
Average Depreciation Rates (Detail)
67: R52 Summary of Significant Accounting Policies - HTML 64K
Estimated Useful Lives of Assets (Detail)
68: R53 Summary of Significant Accounting Policies Effects HTML 45K
of New Accounting Pronouncements (Details)
69: R54 Earnings Per Share - Calculations of Basic and HTML 89K
Diluted Earnings Per Share (Detail)
70: R55 Acquisitions - Additional Information (Detail) HTML 107K
71: R56 Acquisitions - Summary of Purchase Price HTML 71K
Allocation (Details)
72: R57 Acquisitions - Schedule of Pro Forma Information HTML 43K
(Details)
73: R58 Revenue Recognition Contract Balances (Details) HTML 55K
74: R59 Revenue Recognition Disaggregation of Revenue HTML 140K
(Details)
75: R60 Revenue Recognition Remaining performance HTML 88K
obligations (Details)
76: R61 Segment Information - Schedule of Segment HTML 144K
Reporting Information by Segment (Detail)
77: R62 Supplemental Cash Flow Disclosures - Cash Paid for HTML 42K
Interest and Income Taxes (Detail)
78: R63 Supplemental Cash Flow Disclosures - Non-Cash HTML 44K
Investing and Financing Activities (Detail)
79: R64 Derivative Instruments - Additional Information HTML 86K
(Detail)
80: R65 Derivative Instruments Fair Value Hedges (Details) HTML 42K
81: R66 Derivative Instruments - Fair Values of Derivative HTML 58K
Contracts Recorded in Consolidated Balance Sheets
(Detail)
82: R67 Derivative Instruments - Effects of Gains and HTML 70K
Losses from Derivative Instruments (Detail)
83: R68 Derivative Instruments Volume of Derivative HTML 43K
Activity (Details)
84: R69 Fair Value of Financial Instruments - Additional HTML 43K
Information (Detail)
85: R70 Fair Value of Financial Instruments - Financial HTML 99K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
86: R71 Goodwill and Other Intangible Assets - Additional HTML 74K
Information (Detail)
87: R72 Goodwill and Other Intangible Assets - Schedule of HTML 68K
Carrying Value of Goodwill (Detail)
88: R73 Goodwill and Other Intangible Assets - Schedule of HTML 54K
Carrying Value and Accumulated Amortization of
Intangible Assets (Detail)
89: R74 Income Taxes - Additional Information (Detail) HTML 53K
90: R75 Income Taxes - Schedule of Income Tax Expense HTML 76K
(Detail)
91: R76 Income Taxes - Summary of Reconciliation of HTML 61K
Statutory Federal Tax and Effective Income Tax
Rates (Detail)
92: R77 Income Taxes - Schedule of Accumulated Deferred HTML 79K
Income Tax Assets and Liabilities (Detail)
93: R78 Income Taxes - Schedule of Income Tax Expense HTML 49K
(Phantoms) (Detail)
94: R79 Income Taxes - Summary of Reconciliation of HTML 40K
Statutory Federal Tax and Effective Income Tax
Rates (Phantoms) (Detail)
95: R80 Income Taxes Federal Tax Reform (Details) HTML 45K
96: R81 Long-Term Debt - Additional Information (Detail) HTML 115K
97: R82 Long-Term Debt - Outstanding Long-Term Debt HTML 119K
(Detail)
98: R83 Long-Term Debt - Outstanding Long-Term Debt HTML 112K
(Phantoms) (Detail)
99: R84 Long-Term Debt Annual Maturities (Details) HTML 53K
100: R85 Long-Term Debt Shelf Arrangements (Details) HTML 77K
101: R86 Short-Term Borrowing - Additional Information HTML 97K
(Detail)
102: R87 Short-Term Borrowing Short-Term Borrowing - HTML 48K
Schedule of Short-Term Debt (Details)
103: R88 Leases Schedule of Future Minimum Rental Payment HTML 59K
for Operating Leases (Details)
104: R89 Leases Lease Cost Additional (Details) HTML 40K
105: R90 Leases Leases - Right of Use Asset and Lease HTML 47K
Liability Balance Sheet Classification (Details)
106: R91 Leases Weighted Average Remaining Lease Term HTML 42K
Additional Information (Details)
107: R92 Leases Lease Cash Flows Additional Information HTML 42K
(Details)
108: R93 Stockholders' Equity Additional Details (Details) HTML 70K
109: R94 Stockholders' Equity Accumulated Other HTML 67K
comprehensive Income (Loss) - Changes in
Accumulated Other Comprehensive Loss (Details)
110: R95 Stockholders' Equity Accumulated Other HTML 74K
Comprehensive Income (loss) - Reclassifications of
Accumulated Other Comprehensive Loss (Details)
111: R96 Employee Benefit Plans - Additional Information HTML 111K
(Detail)
112: R97 Employee Benefit Plans - Schedule of Funded Status HTML 89K
of Benefit Obligation and Plan Assets (Detail)
113: R98 Employee Benefit Plans - Schedule of Amounts Not HTML 70K
Yet Reflected in Net Periodic Benefit Cost and
Included in Accumulated Other Comprehensive Income
Loss or Regulatory Assets (Detail)
114: R99 Employee Benefit Plans - Schedule of Assets by HTML 53K
Investment Type (Detail)
115: R100 Employee Benefit Plans - Schedule of Asset HTML 53K
Allocation Strategy (Detail)
116: R101 Employee Benefit Plans - Summary of Pension Plan HTML 83K
Assets (Detail)
117: R102 Employee Benefit Plans - Summary of Changes in HTML 90K
Fair Value of Level 3 Investments (Detail)
118: R103 Employee Benefit Plans - Component of Net Periodic HTML 90K
Pension Cost (Benefit) (Detail)
119: R104 Employee Benefit Plans - Schedule of Estimated HTML 67K
Future Benefit Payments (Detail)
120: R105 Share-Based Compensation - Additional Information HTML 71K
(Detail)
121: R106 Share-Based Compensation Plans - Share-Based HTML 61K
Compensation Amounts Included in Net Income
(Detail)
122: R107 Share-Based Compensation Plans - Summary of Stock HTML 49K
Activity Non-employee directors (Detail)
123: R108 Share-Based Compensation Plans - Summary of Stock HTML 71K
Activity under SICP - Key employees (Detail)
124: R109 Share-Based Compensation Plans Shares Withheld and HTML 41K
Tax Benefits Associated With Share-Based Payments
(Details)
125: R110 Rates and Other Regulatory Activities - Additional HTML 125K
Information (Detail)
126: R111 Rates and Other Regulatory Activities Regulatory HTML 96K
Assets and Liabilities (Details)
127: R112 Rates and Other Regulatory Activities Federal Tax HTML 54K
Reform Impact for Regulated Businesses (Details)
128: R113 Environmental Commitments and Contingencies - HTML 81K
Additional Information (Detail)
129: R114 Other Commitments and Contingencies - Additional HTML 82K
Information (Detail)
130: R115 Other Commitments and Contingencies Purchase HTML 47K
Obligations (Details)
131: R116 Schedule II - Valuation and Qualifying Accounts HTML 46K
(Detail)
133: XML IDEA XML File -- Filing Summary XML 250K
136: XML XBRL Instance -- cpk-20231231_htm XML 4.35M
132: EXCEL IDEA Workbook of Financial Report Info XLSX 309K
12: EX-101.CAL XBRL Calculations -- cpk-20231231_cal XML 266K
13: EX-101.DEF XBRL Definitions -- cpk-20231231_def XML 2.02M
14: EX-101.LAB XBRL Labels -- cpk-20231231_lab XML 3.74M
15: EX-101.PRE XBRL Presentations -- cpk-20231231_pre XML 2.67M
11: EX-101.SCH XBRL Schema -- cpk-20231231 XSD 472K
134: JSON XBRL Instance as JSON Data -- MetaLinks 827± 1.31M
135: ZIP XBRL Zipped Folder -- 0001628280-24-005944-xbrl Zip 960K
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
Chesapeake Utilities Corporation (the “Company”) has adopted this Incentive-Based Compensation Clawback Policy (the “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company. To the extent this Policy applies to compensation payable to a person covered by this Policy, it shall be the only clawback policy applicable to such compensation and
no other clawback policy shall apply; provided that, if such other policy provides that a greater amount of such compensation shall be subject to clawback, such other policy shall apply to the amount in excess of the amount subject to clawback under this Policy.
This Policy shall be interpreted to comply with the clawback rules found in 17 C.F.R. §240.10D and NYSE Listing Rule 303A.14, which will take effect on October 2, 2023 (collectively, the “Rule”). To the extent this Policy is in any manner deemed inconsistent with the Rule, this Policy shall be treated as retroactively amended to be compliant with the Rule.
1. Definitions. As used in the Policy, the following capitalized terms shall have the meanings set forth in this Section 1. Terms used herein shall at all times be interpreted
in accordance with 17 C.F.R. §240.10D-1(d) and any other guidance that may be issued under the Rule.
(a) “Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer, any vice president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. Executive Officers of the Company’s subsidiaries
are deemed Executive Officers of the Company if they perform such policy-making functions for the Company. Identification of an Executive Officer for purposes of this Policy includes, at a minimum, Executive Officers identified pursuant to 17 C.F.R. §229.401(b).
(b) “Financial Reporting Measure” means measures, including but not limited to stock price and total shareholder return, that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. A Financial Reporting Measure need not be presented within the financial statements or included
in a filing with the Securities and Exchange Commission (“SEC”).
(c) “Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
2. Application of the Policy. This Policy shall only apply in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or
that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
3. Recovery Period. The Incentive-Based Compensation subject to clawback is the Incentive-Based Compensation Received during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement as described in Section 2, provided that the person served as an Executive Officer at any time during the performance period applicable to the Incentive-Based Compensation in question. The date that the Company is required to prepare an accounting restatement shall be determined pursuant to 17 C.F.R. §240.10D-1(b)(1)(ii).
(a) For
purposes of this Policy, Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(b) Notwithstanding anything to the contrary, the Policy shall only apply if the Incentive-Based Compensation is Received (1) on or after October 2, 2023, and (2) while the Company has a class of securities listed on a national securities exchange or a national securities association.
(c) To the extent applicable, 17 C.F.R. §240.10D-1(b)(1)(i) shall
govern certain circumstances under which the Policy will apply to Incentive-Based Compensation Received during a transition period arising due to a change in the Company’s fiscal year.
4. Erroneously Awarded Compensation. The amount of Incentive-Based Compensation subject to the Policy (“Erroneously Awarded Compensation”) is the amount of Incentive-Based Compensation Received that exceeds the amount of Incentive Based-Compensation that otherwise would have been Received had it been determined based on
the restated amounts and shall be computed without regard to any taxes paid. For Incentive-Based
Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement:
(a) the amount shall be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and
(b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the New York Stock Exchange (“NYSE”).
5. Recovery of Erroneously Awarded Compensation. The
Company shall recover in a reasonably prompt manner any Erroneously Awarded Compensation except to the extent that the conditions of paragraphs (a), (b), or (c) below apply. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the SEC, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Committee is authorized to adopt additional requirements to further describe what repayment schedules satisfy this requirement.
(a) Erroneously Awarded Compensation need not be recovered if the direct expense paid
to a third party to assist in enforcing the Policy (e.g., reasonable legal expenses and consulting fees) would exceed the amount to be recovered and the Committee makes a determination that recovery would be impracticable. Before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on the expense of enforcement, the Company shall make a reasonable attempt to recover such Erroneously Awarded Compensation, establish that the direct costs of recovery exceed the recovery amounts, document such reasonable attempt(s) to recover the amounts, and provide that documentation to the NYSE.
(b) Erroneously Awarded Compensation need not be recovered if recovery would violate home country law where that law was adopted prior to November 28, 2022. Before
concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company shall obtain an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation and shall provide the opinion to the NYSE.
(c) Erroneously Awarded Compensation need not be recovered if recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company or its subsidiaries, to fail to meet the requirements of Sections 401(a)(13) or 411(a) of the Internal Revenue Code of 1986, as amended, and regulations thereunder.
6. Committee Decisions. Decisions of the Committee with respect to this Policy shall be final, conclusive, and binding on all Executive Officers subject to this Policy, unless determined to be an abuse of discretion.
7. No Indemnification. Notwithstanding anything to the contrary in any other policy of the Company or any agreement between the Company and an Executive Officer, no Executive Officer shall be indemnified by the Company against the loss of any Erroneously Awarded Compensation.
8. Agreement
to Policy by Executive Officers. The Committee shall take reasonable steps to inform Executive Officers of this Policy and obtain their agreement to this Policy, which steps may constitute the inclusion of this Policy as an attachment to any award that is or has been accepted by the Executive Officer.
Dates Referenced Herein and Documents Incorporated by Reference