tm261536-1_nonfiling - none

tm261536-1_nonfiling - none - 15.5077539s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

	Filed by the Registrant ☒
	Filed by a Party other than the Registrant ☐
	Check the appropriate box:
	☒ Preliminary Proxy Statement
	☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	☐ Definitive Proxy Statement
	☐ Definitive Additional Materials
	☐ Soliciting Material Pursuant to §240.14a-12

CONSOLIDATED WATER CO. LTD.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

	☒ No fee required.
	☐ Fee paid previously with preliminary materials.
	☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

CONSOLIDATED WATER CO. LTD.

Regatta Office Park, Windward Three, 4th Floor, West Bay Road
P.O. Box 1114
Grand Cayman, KY1-1102
Cayman Islands

Notice of Annual General Meeting of Shareholders
to be held on Monday, June 1, 2026

Notice is hereby given that the Annual General Meeting of Shareholders of Consolidated Water Co. Ltd. (the “Company”) will be held at The Westin Grand Cayman Seven Mile Beach Resort & Spa, Seven Mile Beach, Grand Cayman, Cayman Islands, at 3:00 p.m. Cayman Islands time (4:00 p.m. Eastern Daylight Time), on Monday, June 1, 2026. Shareholders will need to have the 16-digit control number included on their Notice of Internet Availability, their proxy card or the instructions that accompanied their proxy materials to be admitted to the Annual General Meeting.

The Annual General Meeting will be held for the purpose of considering and acting upon the following matters:

The election of nine directors to the Board of Directors;

The approval of the Company’s 2027 Employee Stock Incentive Plan;

The approval of an Ordinary Resolution, attached as Exhibit A, authorizing an increase of the share capital of the Company from (i) CI$12.5 million divided into 24,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50 each to (ii) CI$25 million divided into 49,800,000 Ordinary Shares of par value CI$0.50 each and 200,000 Redeemable Preference Shares of par value CI$0.50;

The approval of a Special Resolution, attached as Exhibit B, adopting an amendment to the Company’s Amended and Restated Memorandum of Association relating to the increase of the share capital of the Company approved by Ordinary Resolution in Proposal 3;

The approval of a Special Resolution, attached as Exhibit C, adopting amendments to the Company’s Amended and Restated Articles of Association related to: (a) changing the requirements for the Company to purchase its own shares; (b) permitting the Company to cancel or hold as treasury shares any of its own shares that the Company has purchased, and to thereafter cancel or transfer any such treasury shares, and (c) the addition of the definitions of “Fair Market Value,” “Principal Trading Market,” “Trading Market” and “Treasury Share” in connection with the other modification to the Company’s Amended and Restated Articles of Association;

The approval of a Special Resolution, attached as Exhibit D, adopting the Amended and Restated Memorandum of Association and the Amended and Restated Articles of Association of the Company incorporating any and all amendments approved by Special Resolution in Proposals 4 – 5;

An advisory vote on executive compensation;

The ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, at the remuneration to be determined by the Audit Committee of the Board of Directors; and

Such other business as may properly come before the meeting.

Admittance to the meeting will be limited to shareholders. The Board of Directors has fixed the close of business on April 2, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and any postponement or adjournment thereof. Accordingly, only shareholders of record at the close of business on that date will be entitled to vote at the meeting. EACH SHAREHOLDER IS URGED TO SUBMIT A PROXY AS SOON AS POSSIBLE VIA THE INTERNET, TELEPHONE OR MAIL. ANY PROXY (AND ANY POWER OF ATTORNEY OR OTHER AUTHORITY UNDER

TABLE OF CONTENTS

WHICH IT IS SIGNED, OR A NOTARIZED COPY OF SUCH AUTHORITY) MUST BE DEPOSITED BY MAIL AT THE FOLLOWING ADDRESS: VOTE PROCESSING, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717 OR ELECTRONICALLY AT WWW.PROXYVOTE.COM AT LEAST 24 HOURS BEFORE THE MEETING IN ORDER TO BE VOTED AT THE MEETING. SHAREHOLDERS WHO EXECUTE A PROXY MAY ATTEND THE MEETING; HOWEVER, ATTENDANCE AT THE MEETING WILL AUTOMATICALLY REVOKE A SHAREHOLDER’S PREVIOUSLY SUBMITTED PROXY. THEREFORE, A SHAREHOLDER WHO ATTENDS THE MEETING WILL NEED TO VOTE HIS, HER OR ITS SHARES AT THE MEETING IN ORDER FOR HIS, HER OR ITS SHARES TO BE COUNTED. IN THE CASE OF JOINT HOLDERS, THE VOTE OF THE SENIOR HOLDER WHO TENDERS A VOTE, WHETHER IN PERSON OR BY PROXY, SHALL BE ACCEPTED TO THE EXCLUSION OF THE VOTES OF THE OTHER JOINT HOLDERS, AND FOR THIS PURPOSE SENIORITY SHALL BE DETERMINED BY THE ORDER IN WHICH THE NAMES OF THE HOLDERS STAND IN THE REGISTER.

By Order of the Board of Directors,

Wilmer F. Pergande
Chair of the Board
April 22, 2026

Enclosures

TABLE OF CONTENTS

CHAIR’S LETTER

April 22, 2026

Dear Shareholder:

On behalf of the Board of Directors, it is our pleasure to invite you to the 2026 Annual General Meeting of Shareholders of Consolidated Water Co. Ltd. to be held at The Westin Grand Cayman Seven Mile Beach Resort & Spa, Seven Mile Beach, Grand Cayman, Cayman Islands, at 3:00 p.m. Cayman Islands time (4:00 p.m. Eastern Daylight Time), on Monday, June 1, 2026.

During this past fiscal year, our on-going strategic initiatives continued to position our Company as a comprehensive water solutions provider that serves a variety of customers and markets through multiple product and service offerings. We delivered positive results for our shareholders, including net income of $18.3 million ($1.14 per diluted share) and the payment of approximately $8.5 million to shareholders in the form of dividends. We celebrate these successes as we continue to pursue our business development efforts and look forward to more opportunities ahead as we remain committed to the long-term interests of shareholders.

As part of our on-going initiatives to strengthen our corporate governance and overall expertise related to our business, we added Kimberly Adamson, Maria Elena Giner, and Gerónimo Gutiérrez Fernández to our Board of Directors in October 2025. After interviewing numerous candidates during our thorough search process, each of the three new directors distinguished themselves through their education and qualifications, depth of experience in the water industry, and career achievements. We expect that their addition will enhance our Board of Director’s capabilities, assist with the execution of our strategies, and increase shareholder value.

Our directors represent a wide range of backgrounds and expertise. We believe our diversity of backgrounds, experiences, perspectives, and skills contributes to the Board of Director’s effectiveness in managing risk and providing guidance that positions the Company for long-term success. Of our nine directors standing for reelection, eight are independent. The sole executive director is Frederick W. McTaggart, who is the Chair of our Environmental and Social Governance Committee.

This Proxy Statement contains details of the business to be conducted during the Annual General Meeting and provides information regarding our corporate governance policies and practices, compensation and other matters important to shareholders. In addition to communicating information and our perspectives, we also believe in the value of listening to our shareholders. Shareholder feedback also helps us prioritize our efforts and enhance our transparency.

Whether or not you participate in the Annual General Meeting, it is important that your shares be represented and voted during the meeting. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone or (3) if you received your proxy materials, by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience.

On a personal note, after 48 years of service on the Board of Directors, I have decided not to stand for reelection at this year’s Annual General Meeting. My friend and fellow director, Brian E. Butler, who has served with great distinction for 43 years, has likewise chosen not to stand for reelection. Together, we have had the extraordinary privilege of watching this Company grow from its earliest days into the respected water solutions enterprise it is today, and it has been one of the greatest honors of our professional lives to play a part in that journey. While we will no longer serve as directors, our commitment to the Company endures, and we are pleased to share that we will both be joining the Company’s Advisory Board, where we look forward to continuing to offer our support and guidance in service of the mission and values we hold dear. We would be remiss if we did not express our deepest gratitude to Frederick W. McTaggart, our President and Chief Executive Officer and fellow board member, whose visionary leadership and steadfast friendship have meant more to us than words can adequately convey. We also extend our heartfelt thanks to each of our fellow directors and the talented members of management, whose dedication, camaraderie, and shared purpose have made these many years not only productive, but truly joyful. We are immensely proud of what we have all built together and carry with us an abundance of wonderful memories and lasting friendships.

As we look ahead, we remain excited about the opportunities we have in terms of our business, shareholder value creation, and contributing to the markets and parties we serve. Thank you for the trust you place in us

TABLE OF CONTENTS

and the opportunity to serve you and our company as directors. On behalf of all directors, I extend our gratitude for your support and request that you vote in the affirmative for the proposals to be considered at the Annual General Meeting.

Sincerely,

Wilmer F. Pergande
Chair of the Board of Directors

TABLE OF CONTENTS

Note About Forward-Looking Statements

This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially. We describe risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Forms 10-K and 10-Q. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise, unless required to do so by law.

TABLE OF CONTENTS

CONSOLIDATED WATER CO. LTD.

Annual General Meeting of Shareholders
Monday, June 1, 2026

Proxy Statement

This Proxy Statement has been prepared and is distributed and made available by the board of directors (the “Board of Directors”) of Consolidated Water Co. Ltd. (the “Company”) in connection with the solicitation of proxies for the Annual General Meeting of Shareholders of the Company (the “Annual General Meeting”) to be held at The Westin Grand Cayman Seven Mile Beach Resort & Spa, Seven Mile Beach, Grand Cayman, Cayman Islands, at 3:00 p.m. Cayman Islands time (4:00 p.m. Eastern Daylight Time), on Monday, June 1, 2026, and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders. Shareholders will need to have the 16-digit control number included on their Notice of Internet Availability, their proxy card or the instructions that accompany their proxy materials to be admitted to the Annual General Meeting.

This Proxy Statement and the accompanying form of proxy will be distributed to shareholders, and will be made available for viewing, downloading and printing by shareholders at www.proxyvote.com, on or about April 22, 2026. The Company will bear the cost of the solicitation of proxies.

Only holders of record of the Company’s Ordinary Shares, par value CI$0.50 per share (the “Ordinary Shares”), and the Company’s Redeemable Preference Shares, par value CI$0.50 per share (the “Redeemable Preference Shares”), on the books of the Company at the close of business on April 2, 2026 (the “Record Date”), are entitled to vote at the Annual General Meeting. On that date, 16,000,190 Ordinary Shares and 38,923 Redeemable Preference Shares were issued and outstanding. Our Ordinary Shares and Redeemable Preference Shares are referred to as “common stock” and “redeemable preferred stock,” respectively, in our consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America. All matters that come before this Annual General Meeting will be decided by a vote that will be demanded in each case by Frederick W. McTaggart or David W. Sasnett, the persons who are appointed proxies in the proxy card which accompanies this Proxy Statement. Each shareholder of record is entitled to one vote for each Ordinary Share or Redeemable Preference Share (collectively, the “Shares”) on all matters that come before the Annual General Meeting. The holders of 331∕3% of the issued and outstanding Shares, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual General Meeting.

Set forth below is a description of the vote required for approval of each proposal to be presented at the Annual General Meeting, as required by the Company’s Amended and Restated Articles of Association (the “Articles”) and applicable law:

Proposal	Matter to Be Voted Upon	Vote Required for Approval
Proposal 1	Election of nine directors	Each nominee for election as a director shall be elected if the number of Shares cast “FOR” such nominee’s election exceeds the number of Shares cast “WITHHELD” with respect to such nominee’s election.
Proposal 2	Approval of the 2027 Plan	This proposal will be approved if the holders of a majority of the Shares cast at the Annual General Meeting vote “FOR” the proposal.
Proposal 3	Increase of the share capital of the Company	This proposal requires the approval of holders of a majority of the Shares cast at the Annual General Meeting.
Proposals 4, 5 and 6	The amendments to, and restatement of, the Amended and Restated Memorandum of Association and the Articles	Each of these proposals requires the approval of holders of at least seventy-five percent (75%) of the Shares cast at the Annual General Meeting.

SEC Form PRE 14A filed by Consolidated Water Co. Ltd.