Unitil (UTL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, with voting on four director nominees, ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• 2024 marked record financial and operational performance, including the acquisition of Bangor Natural Gas Company and strong growth in existing operations.

• Strategic priorities include modernization of energy systems, clean energy transition, and sustainability goals.

Voting matters and shareholder proposals

• Shareholders will vote on electing four Class I directors for three-year terms, ratifying Deloitte & Touche LLP as independent auditor for 2025, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be received by November 28, 2025.

Board of directors and corporate governance

• Board consists of 11 members, majority independent, with annual review of independence.

• Combined Chairman/CEO role, with a Lead Director to ensure independent oversight.

• Board succession planning, diversity, and skills matrix guide director recruitment.

• Board committees: Audit, Compensation, Executive, and Nominating & Governance, each with defined charters and responsibilities.

• Directors must own shares equal to three times the annual cash retainer; new directors have four years to meet this requirement.