Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As previously disclosed in our Current Report on Form 8-K, dated December 8, 2021, Timothy F. Shea, Vice President, Energy Services of NJR Energy Services Company ("NJRES"), the unregulated wholesale natural gas marketing business of New Jersey Resources Corporation (the "Company"), is retiring after 23 years with the Company, effective February 28, 2022.

In order to appropriately reward Mr. Shea for his recent contributions to the Company's long-term financial results, as approved by the Company's Board of Directors (the "Board"), the Company and Mr. Shea entered into an Incentive Award Agreement, dated January 26, 2022 (the "Agreement"). The Agreement provides Mr. Shea with the opportunity to receive an incentive award under the Fiscal Year 2024 NJRES Annual Incentive Award Plan, or its successor plan, equal to twenty percent (20%) of the Bonus Pool (as defined in the Agreement), which will be based on the pre-tax, pre-incentive NJRES net financial earnings for fiscal year 2024, but not to exceed $3,000,000 (the "Incentive Award"). The Company may pay the Incentive Award in cash and/or shares of Company common stock, as the Company may determine in its sole discretion (with the number of shares to be paid, if any, calculated based on the applicable portion of the Incentive Award divided by the closing price of the Company common stock as of the last trading day immediately preceding the date of payment of the Incentive Award). Mr. Shea's rights to receive an Incentive Award under the Agreement is contingent upon his execution of a comprehensive release of claims against the Company. In addition, the Agreement provides for customary non-solicitation, confidentiality and non-disparagement covenants. Mr. Shea will not be eligible to receive an incentive award under the NJRES Annual Incentive Award Plan for any other fiscal year.

The above summary of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be attached as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareowners (the "Annual Meeting") of New Jersey Resources Corporation was held on January 26, 2022. At the Annual Meeting, of the 95,954,871shares outstanding and entitled to vote as of the record date, 82,178,866 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting were as follows:

Item 1: The Company's shareowners elected the three directors nominated by the Board for election to the Board at the Annual Meeting. Gregory E. Aliff, Robert B. Evans and Thomas C. O'Connor were each re-elected to serve until the Company's 2025 Annual Meeting of Shareowners or until their respective successors are elected and qualified, by the votes set forth in the table below:



Nominee                 For       Withheld    Broker Non-Votes

Gregory E. Aliff 70,946,315 709,194 10,523,357 Robert B. Evans 70,337,504 1,318,005 10,523,357 Thomas C. O'Connor 71,156,555 498,954 10,523,357

The terms of office of the following directors continued after the Annual Meeting: Donald L. Correll, James H. DeGraffenreidt, Jr., M. Susan Hardwick, Jane M. Kenny, Sharon C. Taylor, David A. Trice, Stephen D. Westhoven and George R. Zoffinger. As previously disclosed, M. William Howard's term expired at the Annual Meeting and he did not stand for reelection.

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Item 2: The Company's shareowners approved a non-binding advisory resolution approving the compensation of the Company's named executive officers, by the votes set forth in the table below:



   For        Against    Abstain   Broker Non-Votes
69,424,884   1,648,885   581,740      10,523,357

Item 3: The Company's shareowners ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022, by the votes set forth in the table below:



   For       Against   Abstain   Broker Non-Votes
81,192,881   786,496   199,489          -

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