UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Essential Utilities, Inc. (the “Company”) was held on May 4, 2022 as a virtual meeting pursuant to the notice sent, on or about March 22, 2022, to all shareholders of record at the close of business on March 7, 2022, the record date for the Annual Meeting. At the Annual Meeting:
1. The following nominees were elected as directors of the Company to serve for one-year terms and until their successors are elected and qualified. The votes received are set forth adjacent to the names below:
| Name of Nominee | For | Withheld |
| Elizabeth B. Amato | 181,822,335 | 4,257,501 |
| David A. Ciesinski | 183,916,759 | 2,163,077 |
| Christopher H. Franklin | 175,520,205 | 10,559,631 |
| Daniel J. Hilferty | 183,860,365 | 2,219,471 |
| Edwina Kelly | 184,174,241 | 1,905,595 |
| Ellen T. Ruff | 180,656,838 | 5,422,998 |
| Lee C. Stewart | 184,040,464 | 2,039,372 |
| Christopher Womack | 182,223,171 | 3,856,665 |
There were 30,323,098 broker non-votes recorded for each nominee.
2. The advisory vote to approve the compensation paid to the Company’s named executive officers for 2021 as disclosed in the Company’s Proxy Statement for the Annual Meeting was approved by the following vote of shareholders:
| For | Against | Abstain | Broker Non-Votes |
| 179,138,481 | 5,406,993 | 1,534,362 | 30,323,098 |
3. Ratification of an Amendment to the Bylaws (the “Bylaws) to require shareholder disclosure of certain derivative securities holdings was ratified by the following vote of shareholders:
| For | Against | Abstain | Broker Non-Votes |
| 183,490,773 | 937,073 | 1,651,990 | 30,323,098 |
4. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the 2022 fiscal year was ratified by the following vote of shareholders:
| For | Against | Abstain |
| 208,730,890 | 6,959,914 | 712,130 |
There were no broker non-votes for the ratification of the independent registered public accounting firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Essential Utilities, INC. | ||
| By: | /s/ Christopher P. Luning | |
| Name: | Christopher P. Luning | |
| Title: | Executive Vice President, General Counsel and Secretary | |
May 12, 2022