PENNICGHUCK®*
PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054
PROXY STATEMENT
2020 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 2, 2020 at 9:00 a.m.
This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corporation (“Pennichuck Corporation” or the
“Company”), by the Board of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Shareholder for the purpose set
forth in the accompanying Notice of Annual Meeting of Sole Shareholder.
The Annual Meeting will be held at Pennichuck’s Distribution Facility, 16 Daniel Webster
Highway, Merrimack, New Hampshire, on Saturday, May 2, 2020 at 9:00 a.m.
Matter to be Voted Upon at the Annual Meeting
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At the Annual Meeting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation
is being asked to consider and vote upon the following:
(1) To elect James P. Dore, Elizabeth A. Dunn, H. Scott Flegal and Deborah Novotny
to the Pennichuck Corporation Board of Directors, as Class B directors, each for a
three-year term, and until their successors are elected and qualified.
Voting at the Annual Meeting
Background. Pennichuck Corporation was acquired by the City on January 25, 2012. This
acquisition was accomplished pursuant to an Agreement and Plan of Merger reached between the
City and Pennichuck Corporation dated November 11, 2010 (the “Merger Agreement”). The
transaction, in which the City issued $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay ali transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on
January 11,2011. The New Hampshire Public Utilities Commission approved the Merger
Agreement on November 23, 2011, concluding that “the transaction is in the public interest and
will not have an adverse effect on rates, terms, service, or operation of the utilities.”
