Dominion Resources, Inc. (NYSE:D) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Dominion Resources, Inc. (the “Company”) approved changes to
the Company’s Amended and Restated Articles of Incorporation (as
amended and restated, the “Articles of Incorporation”) and the
Company’s Amended and Restated Bylaws (as amended and restated,
the “Bylaws”), to change the name of the Company from Dominion
Resources, Inc. to Dominion Energy, Inc. (the “Name Change”),
subject to the approval of shareholders at the 2017 Annual
Meeting of Shareholders (the “Annual Meeting”). On May 10,
2017, the Company’s shareholders approved the Name Change at the
Annual Meeting.
Amendment to the Articles of Incorporation with the Commonwealth
of Virginia State Corporation Commission on May 10, 2017, Article
I of the Articles of Incorporation was amended to read: “The
name of the Corporation is Dominion Energy, Inc.”
the Bylaws was amended to read: “The name of the Corporation is
Dominion Energy, Inc.”
Articles of Incorporation and the Bylaws and is qualified in its
entirety by reference to the full text of the Amended and
Restated Articles of Incorporation and Amended and Restated
Bylaws, which are filed herewith as Exhibits 3.1 and 3.2,
respectively, and incorporated by reference herein.
of items presented for voting are listed below.
term or until next year’s annual meeting: William P. Barr, Helen
E. Dragas, James O. Ellis, Jr., Thomas F. Farrell II, John W.
Harris, Ronald W. Jibson, Mark J. Kington, Joseph M. Rigby,
Pamela J. Royal, Robert H. Spilman, Jr., Susan N. Story, and
Michael E. Szymanczyk. The votes cast with respect to all of the
nominees presented at the Annual Meeting were as follows:
|
Nominee
|
Votes For
|
Votes Against
|
Votes
Abstained
|
Broker Non-vote
|
||||
|
William P. Barr
|
416,848,376
|
6,899,266
|
1,570,313
|
98,598,614
|
||||
|
Helen E. Dragas
|
420,073,994
|
3,680,615
|
1,563,346
|
98,598,614
|
||||
|
James O. Ellis, Jr.
|
421,586,755
|
2,157,633
|
1,573,567
|
98,598,614
|
||||
|
Thomas F. Farrell II
|
398,539,122
|
23,963,966
|
2,814,867
|
98,598,614
|
||||
|
John W. Harris
|
351,996,031
|
71,733,177
|
1,583,354
|
98,604,007
|
||||
|
Ronald W. Jibson
|
421,543,410
|
2,161,250
|
1,613,295
|
98,598,614
|
||||
|
Mark J. Kington
|
417,410,096
|
6,309,293
|
1,598,566
|
98,598,614
|
||||
|
Joseph M. Rigby
|
421,442,603
|
2,240,310
|
1,635,042
|
98,598,614
|
||||
|
Pamela J. Royal
|
420,926,175
|
2,800,959
|
1,590,821
|
98,598,614
|
||||
|
Robert H. Spilman, Jr.
|
418,633,840
|
5,044,519
|
1,639,596
|
98,598,614
|
||||
|
Susan N. Story
|
391,749,082
|
32,020,303
|
1,548,570
|
98,598,614
|
||||
|
Michael E. Szymanczyk
|
421,348,479
|
2,305,866
|
1,663,610
|
98,598,614
|
||||
auditors for 2017 was ratified by shareholders as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
||
|
518,052,837
|
4,095,993
|
1,767,739
|
compensation (“say on pay”). The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
394,259,980
|
27,482,298
|
3,574,786
|
98,598,614
|
say on pay vote were as follows:
|
One Year
|
Two Years
|
Three Years
|
Votes Abstained
|
Broker Non-Vote
|
||||
|
380,274,580
|
2,147,192
|
40,022,560
|
2,872,736
|
98,598,614
|
Incorporation to change the Company’s name to Dominion Energy,
Inc. The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
516,212,009
|
4,782,822
|
2,921,738
|
A shareholder proposal requesting the Company to provide
a report on lobbying was not approved. The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
28,313,891
|
369,230,943
|
27,768,225
|
98,598,614
|
nominate at least one director with environmental expertise was
not approved. The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
74,895,646
|
336,447,959
|
13,969,806
|
98,598,614
|
assessment of the impact of public policies and technological
advances consistent with limiting global warming was not
approved. The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
197,940,339
|
215,820,652
|
11,551,544
|
98,598,614
|
on methane emissions was not approved. The vote was as follows:
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Vote
|
|||
|
97,960,788
|
315,744,810
|
11,610,942
|
98,600,029
|
|
Exhibits
|
|
|
3.1
|
Articles of Incorporation, amended and restated, effective
May 10, 2017 |
|
3.2
|
Bylaws, amended and restated, effective May 10, 2017
|
About Dominion Resources, Inc. (NYSE:D)
Dominion Resources, Inc. (Dominion) is a holding company. The Company is a producer and transporter of energy. The Company is a provider of electricity, natural gas and related services to customers in the eastern region of the United States. The Company operates through three segments: Dominion Virginia Power (DVP), Dominion Generation and Dominion Energy. The Company’s portfolio of assets includes approximately 24,300 megawatt (MW) of generating capacity; 6,500 miles of electric transmission lines; 57,300 miles of electric distribution lines; 12,200 miles of natural gas transmission, gathering and storage pipeline, and 22,000 miles of gas distribution pipeline, exclusive of service lines. The Company also operates underground natural gas storage systems, with approximately 933 billion cubic feet (bcf) of storage capacity. Dominion’s operations are conducted through various subsidiaries, including Virginia Power and Dominion Gas. Dominion Resources, Inc. (NYSE:D) Recent Trading Information
Dominion Resources, Inc. (NYSE:D) closed its last trading session up +0.25 at 77.73 with 1,553,985 shares trading hands.