V2 PENNICHUCK”
PENNICHUCK CORPORATION
25 Manchester Street
Merrimack, New Hampshire 03054
PROXY STATEMENT
2019 Annual Meeting of Sole Shareholder
To be Held on Saturday, May 4, 2019 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 the DoubleTree by Hilton, 2 Somerset Parkway, Nashua,
New Hampshire, on Saturday, May 4, 2019 at 9:00 a.m.
Matter to be Voted Upon at the Annual Meeting
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 C. George Bower, 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-year term, and until their successors are elected and qualified; and to
elect Deborah Novotny to the Pennichuck Corporation Board of Directors, as a Class
B director, for a one-year term, and until her successor is 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 all transaction costs, was authorized by
special legislation enacted by the State Legislature in 2007 and 2010. The Mayor and the Board
