Avangrid, Inc. (NYSE:AGR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the 2017 annual meeting of shareholders (the Annual Meeting),
the shareholders of Avangrid, Inc. (the Corporation) voted to
approve amendments to the Corporations by-laws (the By-Laws) to
(i)implement a majority voting standard for the election of
directors in uncontested elections, (ii)increase the minimum
number of directors on the Board that qualify as independent
directors (as defined in the By-Laws), from three (3)to five (5),
and (iii)make certain other immaterial changes for the purposes
of clarity. The amendments to the By-Laws were approved by the
Board of Directors (the Board) on March16, 2017.
A brief summary of the amendments to the By-Laws is included
under Proposal 4: To Approve an Amendment to Avangrids By-Laws to
Implement a Majority Voting Standard in Director Elections and
Proposal 5: To Approve an Amendment to Avangrids By-Laws to
Increase the Minimum Number of Independent Directors on the Board
in the Corporations 2017 Proxy Statement, which was filed with
the Securities and Exchange Commission on April28, 2017 (the
Corporations Proxy Statement). Such summary is qualified in its
entirety by reference to the By-Laws, a copy of which was filed
as Annex A to theCorporations 2017 Proxy Statement and is
incorporated herein by reference.
Item5.07 Submission of Matters to a Vote of Security
Holders.
The Annual Meeting was held on June22, 2017. The record date for
the Annual Meeting was April24, 2017, and as of the record date
the Corporation had 309,555,101 shares of common stock
outstanding and entitled to vote. At the Annual Meeting,
304,958,526 shares of common stock were represented in person or
by proxy.
The final results of voting on each of the matters submitted to a
vote of security holders at the Annual Meeting are as follows:
Proposal 1 Election of Directors. Each of the
director nominees was elected to serve until the next annual
meeting of shareholders, and until their successors are duly
elected and qualified, by the votes set forth below:
|
For | Withhold | BrokerNon-Votes | |||
|
276,297,656 | 19,874,049 | 8,786,821 | |||
|
283,971,115 | 12,200,590 | 8,786,821 | |||
|
283,867,385 | 12,304,320 | 8,786,821 | |||
|
294,941,114 | 1,230,591 | 8,786,821 | |||
|
283,997,811 | 12,173,894 | 8,786,821 | |||
|
294,088,856 | 2,082,849 | 8,786,821 | |||
|
295,045,589 | 1,126,116 | 8,786,821 | |||
|
294,385,657 | 1,786,048 | 8,786,821 | |||
|
283,873,733 | 12,297,972 | 8,786,821 | |||
|
283,862,113 | 12,309,592 | 8,786,821 | |||
|
283,876,021 | 12,295,684 | 8,786,821 | |||
|
295,048,788 | 1,122,917 | 8,786,821 | |||
|
295,077,441 | 1,094,264 | 8,786,821 | |||
|
284,630,509 | 11,541,196 | 8,786,821 |
Proposal 2 Ratification of Independent Auditors.
The appointment of KPMG US, LLP as the Corporations independent
registered public accounting firm for the fiscal year ending
December31, 2017, was ratified, by the votes set forth below:
|
Against | Abstain | Broker Non-Votes | |||
|
150,398 | 294,355 |
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Proposal 3 Advisory Vote on Executive
Compensation. The compensation of the Corporations named
executive officers was approved, on a non-binding, advisory
basis, by the votes set forth below:
|
Against | Abstain | Broker Non-Votes | |||
|
1,506,053 | 381,822 | 8,786,821 |
Proposal 4 Amendment to the By-Laws to Implement a
Majority Voting Standard in the Election of Directors in
Uncontested Elections. The amendment of the By-Laws to
implement a majority voting standard for the election of
directors in uncontested elections was approved by the votes set
forth below:
|
Against | Abstain | Broker Non-Votes | |||
|
369,323 | 301,499 | 8,786,821 |
Proposal 5 Amendment to the By-Laws to Increase the
Minimum Number of Independent Directors on the Board.
The amendment of the By-Laws to increase the minimum number of
directors on the Board of directors that qualify as independent
directors from three (3)to five (5)and to make certain other
immaterial changes for the purposes of clarity was approved by
the votes set forth below:
|
Against | Abstain | Broker Non-Votes | |||
|
455,421 | 262,689 | 8,786,821 |
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About Avangrid, Inc. (NYSE:AGR)
Avangrid, Inc. is a diversified energy and utility company with more than $30 billion in assets and operations in 25 states. The company operates regulated utilities and electricity generation through two primary lines of business. Avangrid Networks includes eight electric and natural gas utilities, serving approximately 3.1 million customers in New York and New England. Avangrid Renewables operates 6.3 gigawatts of electricity capacity, primarily through wind power, in states across the United States. Iberdrola S.A. (Madrid: IBE), a worldwide leader in the energy industry, owns 81.5% of AVANGRID.