Traditional corporate law principles provide a ready solution for this type of “institutional”
voting of shares. As the Sole Shareholder, the City may review the proposed vote and take
action at appropriate City meetings determined by the City. The City may then either designate
an individual person to attend the Special Meeting in person with the authority to vote the City’s
shares in accordance with the City’s determination, or the City may vote its shares by proxy.
To facilitate these options, the Pennichuck Corporation Board of Directors has prepared this
Proxy Statement which contains details of the business to be conducted at the Special Meeting.
Ifthe City determines to vote its shares by proxy, it should cause the enclosed proxy card to be
completed and returned to Pennichuck Corporation prior to the Special Meeting. By executing
the enclosed proxy card, the City will be designating the action it has determined to take with
respect to the matter to be heard at the Special Meeting and will be authorizing the officers of the
Company named on the proxy card to act as the City’s proxy to vote on the City’s behalf at the
Special Meeting in accordance with the instructions set forth on the proxy card.
Current Board of Directors
The Pennichuck Corporation Board currently consists of eleven positions, one of which is
vacant. Of the eleven director positions, four have terms ending in 2017, three have terms
ending tn 2018, and four have terms ending in 2019.
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2017 Term Expiring 2018 Term Expiring 2019
Class B Class C Class A
James P. Dore David P. Bernier C. George Bower
Elizabeth A. Dunn Stephen D. Genest Jay N. Lustig
Paul A. Indeglia Thomas J. Leonard John D. McGrath
[Vacancy] Preston J. Stanley, Jr.
The Board of Directors is nominating John M. Murphy for election as a Class B director to fill
the vacancy resulting from the resignation of James McMahon.
Nominating and Governance Committee
The Nominating and Governance Committee of the Pennichuck Corporation Board of Directors
is responsible for identifying individuals qualified to become Board members, and recommending
to the Board the persons to be nominated by the Board for election as directors at the Annual
Meeting or at a Special Meeting of Sole Shareholder.
The Nominating and Governance Committee considers whether to nominate any candidate for
director in accordance with the criteria set forth in its Charter, subject to the restrictions set forth
in the Company’s By-Laws. These criteria include the candidate’s integrity, business acumen,
knowledge of the Company’s business and industry, experience, diligence, conflicts of interest,
and the ability to act in the interests of the Sole Shareholder. The Committee does not assign
