BLACK HILLS CORPORATION (NYSE:BKH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

BLACK HILLS CORPORATION (NYSE:BKH) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Story continues below

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On April 24, 2017, the Board of Directors of the Company (the
Board) adopted amendments to Article II, Section 3 of the
Companys Bylaws (the Bylaws).
The Board changed the Director Age Limit to require a Director to
submit his or her resignation to be effective at the Annual
Meeting after attaining age 72. The current qualification of
directors provision contained in the Companys Bylaws is as
follows:
Section 3. Qualifications of Directors.>>No person shall be
elected or stand for reelection as a director after having
attained seventy-two (72 years) of age. Any Director who has
attained seventy-two (72) years of age shall resign from the
Board of Directors effective as of the next Annual Meeting and
the Board shall nominate a new Director to complete the remaining
term of the resigning Director. However, in the event the Board
has not identified a director to be elected to replace the
director who has turned age seventy-two (72) years of age, the
Board may ask the director to continue to serve until his or her
replacement is appointed. Other restrictions and qualifications
for Directors may be fixed from time to time in the Corporate
Governance Guidelines of the Board of Directors or by resolution
of the Board of Directors.
Previously, the qualification of directors provision in the
Companys Bylaws stated the following:
Section 3. Qualifications of Directors. No person shall be
elected or stand for reelection as a director who will be seventy
(70 years) of age or older on the thirty-first day of December of
the year of the election, except in the event the Board of
Directors has not yet identified a director to be elected to
replace any director who will be seventy (70) years of age during
the year in which he or she stands for reelection, a director may
stand for reelection solely for the purpose of filling the slate
of directors. However, upon the Board of Directors choosing a
replacement director, the incumbent director shall tender his or
her resignation to the Chairman. Other restrictions and
qualifications for Directors may be fixed from time to time in
the Corporate Governance Guidelines of the Board of Directors or
by resolution of the Board of Directors.
The Amended and Restated Bylaws are attached as Exhibit 3 to this
Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on April 25,
2017, at which four proposals were submitted. The proposals are
described in detail in the Companys proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission
on March 16, 2017. A quorum of shares was present for the Annual
Meeting, and the final results for the votes regarding the
proposals are set forth below.
1.
Shareholders elected one director to serve for a two-year
term to expire at the Annual Meeting of Shareholders in
2019 and four directors to serve for a three-year term to
expire at the Annual Meeting of Shareholders in 2020, and
until their successors shall be duly elected and qualified.
The name of each director elected, and the votes cast for
each such individuals, are set forth below:
Nominee
For
Withheld
Broker Non-Votes
David R. Emery
43,380,043
1,427,930
4,698,007
Robert P. Otto
44,302,095
505,878
4,698,007
Rebecca B. Roberts
43,760,929
1,047,044
4,698,007
Teresa A. Taylor
44,006,541
801,432
4,698,007
John B. Vering
43,495,051
1,312,922
4,698,007
2.
Shareholders approved a proposal to ratify the
appointment of Deloitte Touche, LLP to serve as our
independent registered public accounting firm for the
year 2017. The votes regarding Proposal 2 were as
follows:
For
Against
Abstain
Broker Non-Votes
48,510,899
887,628
107,453
-0-
3.
Shareholders approved, on an advisory and non-binding
basis, the compensation of the Companys named executive
officers, as disclosed in the proxy statement. The votes
regarding Proposal 3 were as follows:
For
Against
Abstain
Broker Non-Votes
42,025,155
2,504,525
278,293
4,698,007
4.
Shareholders recommended, on an advisory and non-binding
basis, that future advisory votes on executive
compensation be held annually. The votes regarding
Proposal 4 were as follows:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
36,467,732
307,592
7,829,702
202,947
4,698,007
In accordance with the voting results concerning this proposal,
the Companys Board of Directors determined that the Company
will hold an annual advisory vote on named executive officer
compensation until the next advisory vote on the frequency of
the advisory vote on named executive officer compensation.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
The following exhibits are furnished or filed herewith:
Amended and Restated Bylaws of Black Hills
Corporation dated April 24, 2017.


About BLACK HILLS CORPORATION (NYSE:BKH)

Black Hills Corporation is a holding company. The Company is an integrated energy company, which operates in the United States with two business groups: Utilities and Non-regulated Energy. Its Utilities Group consists of regulated Electric Utilities and regulated Gas Utilities segments, and the Company’s Non-regulated Energy Group consists of Power Generation, Coal Mining, and Oil and Gas segments. Its Electric Utilities generate, transmit and distribute electricity to approximately 207,200 customers, and also distribute natural gas to over 44,200 natural gas utility customers of Cheyenne Light in and around Cheyenne, Wyoming. The Company’s Non-regulated Energy Group produces and sells electric capacity and energy through a portfolio of generating plants, and produces and sells coal from its mine located in the Powder River Basin in Wyoming. It also acquires, explores for, develops and produces natural gas and crude oil in the Rocky Mountain region.

BLACK HILLS CORPORATION (NYSE:BKH) Recent Trading Information

BLACK HILLS CORPORATION (NYSE:BKH) closed its last trading session down -0.48 at 68.06 with 247,983 shares trading hands.

An ad to help with our costs