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Form 8-K WGL HOLDINGS INC For: Mar 01 Filed by: WASHINGTON GAS LIGHT CO

March 2, 2016 4:10 PM EST


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2016
 
 
 
 
 
 
 
 
Commission
File Number
  
Exact name of registrant as specified in its charter
and principal office address and telephone number
  
State of Incorporation
  
I.R.S.
Employer
Identification
No.
1-16163
  
WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
  
Virginia
  
52-2210912
0-49807
  
Washington Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
  
District of
Columbia
and Virginia
  
53-0162882
Former name or former address, if changed since last report: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 





ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meetings of Shareholders of WGL Holdings, Inc. and Washington Gas Light Company were held on March 1, 2016.

WGL Holdings, Inc.

At the WGL Holdings, Inc. 2016 Annual Meeting held on March 1, 2016, of the 49,846,896 shares outstanding and entitled to vote, 44,066,295 were represented, constituting a 88.40% quorum.  The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
 
Item No. 1:   All of the board’s nominees for director were elected to the Board of Directors of WGL Holdings, Inc. to serve until the company’s 2017 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee
For
Withheld
Broker Non-Votes
Michael D. Barnes
34,007,640
939,549
9,119,106
Stephen C. Beasley
34,717,696
229,493
9,119,106
George P. Clancy, Jr.
34,077,830
869,359
9,119,106
James W. Dyke, Jr.
34,118,932
828,257
9,119,106
Nancy C. Floyd
34,729,398
217,791
9,119,106
Linda R. Gooden
34,685,618
261,571
9,119,106
James F. Lafond
34,114,744
832,445
9,119,106
Debra L. Lee
34,084,973
862,216
9,119,106
Terry D. McCallister
33,555,911
1,391,278
9,119,106
Dale S. Rosenthal
34,727,778
219,411
9,119,106

Item No. 2:  The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth below:  
 
For
Against
Abstain
Broker Non-Votes
33,372,027
1,156,369
418,793
9,119,106

Item No. 3:
Shareholders approved the WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan, by the votes set forth below:

For
Against
Abstain
Broker Non-Votes
31,076,647
3,402,639
467,903
9,119,106

Item No. 4:   The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2016 was ratified by the shareowners, by the votes set forth below:
 
For
Against
Abstain
Broker Non-Votes
42,810,879
1,080,818
174,598
0





Washington Gas Light Company

At the Washington Gas Light Company 2016 Annual Meeting held on March 1, 2016, of the 46,760,136 shares outstanding and entitled to vote, 46,479,536 were represented, constituting a 99% quorum.  The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1:   All of the board’s nominees for director were elected to the Board of Directors of Washington Gas Light Company to serve until the company’s 2017 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee
For
Withheld
Broker Non-Votes
Michael D. Barnes
46,479,536
0
0
Stephen C. Beasley
46,479,536
0
0
George P. Clancy, Jr.
46,479,536
0
0
James W. Dyke, Jr.
46,479,536
0
0
Nancy C. Floyd
46,479,536
0
0
Linda R. Gooden
46,479,536
0
0
James F. Lafond
46,479,536
0
0
Debra L. Lee
46,479,536
0
0
Terry D. McCallister
46,479,536
0
0
Dale S. Rosenthal

46,479,536
0
0

Item No. 2:  The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below:  

For
Against
Abstain
Broker Non-Votes
46,479,536
0
0
0

Item No. 3:   The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2016 was ratified by the shareowners, by the votes set forth in the table below:
 
For
Against
Abstain
Broker Non-Votes
46,479,536
0
0
0
        
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
 
 
 
 
WGL Holdings, Inc.
 
 
 
 
and
 
 
 
 
Washington Gas Light Company
 
 
 
 
(Registrants)
 
 
 
Date:  March 2, 2016
 
 
 
/s/    William R. Ford        
 
 
 
 
William R. Ford
 
 
 
 
Vice President & Chief Accounting Officer
 
 
 
 
(Principal Accounting Officer)




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