Dominion Resources, Inc. (NYSE:D) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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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.

On January 24, 2017, the Board of Directors (the “Board”) of
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.
Effective with shareholder approval and the filing of Articles of
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.”
Effective with shareholder approval on May 10, 2017, Article I of
the Bylaws was amended to read: “The name of the Corporation is
Dominion Energy, Inc.”
The foregoing is a brief description of the amendments to the
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.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Company’s Annual Meeting was held on May 10, 2017. Results
of items presented for voting are listed below.
The following nominees were elected to the Board for a one-year
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
The appointment of Deloitte Touche LLP as our independent
auditors for 2017 was ratified by shareholders as follows:
Votes For
Votes Against
Votes Abstained
518,052,837
4,095,993
1,767,739
Shareholders approved an advisory vote on approval of executive
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
The results of the advisory vote on the frequency of holding the
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
Shareholders approved an amendment to the Articles of
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
A shareholder proposal requesting the Company be required to
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
A shareholder proposal requesting the Company to publish an
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
A shareholder proposal requesting the Company to provide a report
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
Item 9.01. Financial Statements and Exhibits
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.