ZZ PENNICHUCK*
PENNICHUCK CORPORATION
25 Walnut Street
Nashua, New Hampshire 03060
PROXY STATEMENT
20622 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 7, 2022, at 9:00 a.m. at
Pennichuck’s Distribution Facility, 16 Daniel Webster Highway, Merrimack, NH
This Proxy Statement is furnished to the City of Nashua, New Hampshire (the “City”), in its
capacity as the Sole Shareholder of Pennichuck Corpcration ('Pennichuck Corporation” or the
“Company”), by the Bozrd of Directors of Pennichuck Corporation, in connection with the
solicitation of a proxy to be voted at the Annual Meeting of Sole Sharcholder 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 7, 2022, at 9:00 a.m.
Matter to be Voted Upon at the Annual Meeting
Atthe Annual Mceting, the City, in its capacity as the Sole Shareholder of Pennichuck Corporation,
is being asked to consider and vote upon the following:
(1) To increase the number of directors from eleven to a full slate of thirteen
directors, and to: (a) elect C. George Bower, Amymarie R. Corriveau. Jay N.
Lustig. John D. McGrath and Preston J. Stanley, Jr. to the Pennichuck
Corporation Board of Directors, as Class A directors, each for a three-ycar
term, and until their successors are elected and qualified, and (b) elect Sarah
Pillsbury to the Pennichuck Corporation Board of Directors, as a Class C
director, for a two-year term. and until her successor is elceted 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 issucd $150.6 million of general obligation bonds to acquire the
outstanding stock of Pennichuck Corporation and pay all transaction costs, was authorized by
special Icgislation enacted by the State Leyistature in 2007 and 2010, The Mayor and the Board
of Aldermen unanimously approved the acquisition pursuant to this special legislation on
