Avangrid, Inc. (NYSE:AGR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On June7, 2018, the Board of Directors (the “Board”) of Avangrid, Inc. (the “Corporation”), upon the recommendation of the Compensation, Nominating and Corporate Governance Committee (the “Committee”) of the Board, granted James P. Torgerson, the Chief Executive Officer of the Corporation, a special one-time award of 60,000 restricted stock units under the Amended and Restated Avangrid, Inc., Omnibus Incentive Plan, which is intended to further incentivize long-term performance and strategic planning. The grant vests, subject to continued employment, on the date of the Corporation’s regular annual shareholders’ meeting occurring in calendar year 2020. In addition, to the extent not previously forfeited, the restricted stock units shall also vest in full upon (i)death or termination of employment due to disability, (ii)retirement with the consent of the Corporation, or (iii)termination of employment by the Corporation for Cause or resignation on account of a Constructive Termination, in either case following the occurrence of a Change in Control (as those terms are defined in the restricted stock unit notice and restricted stock unit agreement with respect to such award, the “RSU Notice” and “RSU Agreement”, respectively).
The foregoing description of the restricted stock unit grant is only a summary of the material provisions of such grant, does not purport to be complete, and is qualified in its entirety by reference to the RSU Notice and RSU Agreement, copies of which will be filed by the Corporation as exhibits to its quarterly report on Form 10-Q for the quarterly period ending June30, 2018.
Item 5.02 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of the shareholders of the Corporation (the “Annual Meeting”) was held on June7, 2018. The record date for the Annual Meeting was April13, 2018, and as of the record date the Corporation had 309,572,290 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 305,036,119 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:
Nominee |
For | Against | Abstain | BrokerNon-Votes |
Ignacio Sánchez Galán |
276,329,825 | 19,054,494 | 177,021 | 9,474,779 |
John E. Baldacci |
285,419,788 | 9,983,411 | 158,141 | 9,474,779 |
Pedro Azagra Blázquez |
285,373,871 | 10,002,672 | 185,797 | 9,474,779 |
FelipedeJesúsCalderónHinojosa |
294,051,933 | 1,326,041 | 183,366 | 9,474,779 |
Arnold L. Chase |
285,349,214 | 10,039,085 | 173,041 | 9,474,779 |
Alfredo Elías Ayub |
293,188,744 | 2,172,121 | 200,475 | 9,474,779 |
Carol L. Folt |
294,163,082 | 1,248,317 | 149,941 | 9,474,779 |
John L. Lahey |
293,463,614 | 1,946,489 | 151,237 | 9,474,779 |
SantiagoMartinezGarrido |
285,365,794 | 10,007,060 | 188,486 | 9,474,779 |
JuanCarlosRebolloLiceaga |
285,347,486 | 10,022,902 | 190,952 | 9,474,779 |
José Sáinz Armada |
285,368,378 | 10,003,047 | 189,915 | 9,474,779 |
Alan D. Solomont |
294,316,087 | 1,083,348 | 161,905 | 9,474,779 |
Elizabeth Timm |
294,327,703 | 1,079,554 | 154,083 | 9,474,779 |
James P. Torgerson |
286,047,359 | 9,350,416 | 163,565 | 9,474,779 |
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Proposal 2 — Ratification of Independent Auditors. The selection of KPMG US, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December31, 2018, was ratified, by the votes set forth below:
For |
Against |
Abstain |
Broker Non-Votes |
304,748,491 |
215,615 | 72,013 |
Proposal 3 — Advisory Vote on Executive Compensation. The compensation of the Corporation’s named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:
For |
Against |
Abstain |
Broker Non-Votes |
293,793,955 |
1,457,596 | 309,789 | 9,474,779 |
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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.