EVERSOURCE ENERGY (NYSE:ES) 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 May 4, 2017, Eversource Energy (the Company) filed an
amendment to its Declaration of Trust (the Amendment) with the
Secretary of the Commonwealth of Massachusetts to restate Article
4 in its entirety to add a proxy access provision.
As disclosed in Item 5.07 of this report, on May 3, 2017, the
shareholders of the Company, by an affirmative vote of at least
two-thirds of all common shares outstanding and entitled to vote
on the matter, approved the proposal authorizing the Company to
amend its Declaration of Trust to add the proxy access provision.
The Amendment is filed as Exhibit 3.1 to this report and is
incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security
Holders.
(a)
On May 3, 2017, the Company held its Annual Meeting of
Shareholders.
(b)
Shareholders voted on the proposals set forth below. For more
information on the following proposals, see the Companys proxy
statement dated March 24, 2017. On March 6, 2017, the record date
for the Annual Meeting, there were 316,885,808 common shares
outstanding and entitled to vote. At the Annual Meeting,
280,401,522 common shares were represented, in person or by
proxy, constituting a quorum.
(1) Election of Trustees. The shareholders elected each of the 12
nominees to the Board of Trustees for a one-year term by a
majority of the outstanding common shares:
|
Trustee |
For |
Against |
Abstained |
Broker Non-Votes |
|
|
John S. Clarkeson |
224,406,805 |
18,759,079 |
1,208,470 |
36,025,858 |
|
|
Cotton M. Cleveland |
239,140,570 |
4,076,180 |
1,157,720 |
36,025,858 |
|
|
Sanford Cloud, Jr. |
219,744,707 |
23,421,743 |
1,209,213 |
36,025,858 |
|
|
James S. DiStasio |
224,809,619 |
18,420,461 |
1,144,273 |
36,025,858 |
|
|
Francis A. Doyle |
240,471,263 |
2,511,229 |
1,393,157 |
36,025,858 |
|
|
Charles K. Gifford |
220,462,501 |
22,697,292 |
1,215,870 |
36,025,858 |
|
|
James J. Judge |
241,267,528 |
1,965,066 |
1,141,760 |
36,025,858 |
|
|
Paul A. La Camera |
240,416,519 |
2,798,608 |
1,160,523 |
36,025,858 |
|
|
Kenneth R. Leibler |
236,653,867 |
6,548,311 |
1,173,485 |
36,025,858 |
|
|
William C. Van Faasen |
224,523,660 |
18,735,998 |
1,114,695 |
36,025,858 |
|
|
Frederica M. Williams |
241,188,878 |
2,106,806 |
1,079,479 |
36,025,858 |
|
|
Dennis R. Wraase |
224,639,959 |
18,572,773 |
1,162,917 |
36,025,858 |
(2)
The shareholders approved the proposal to amend our Declaration
of Trust to include a proxy access provision:
|
For |
Against |
Abstained |
Broker Non-Votes |
|
237,867,184 |
4,515,781 |
1,988,746 |
36,025,858 |
(3)
The shareholders approved, on an advisory basis, the compensation
of the Companys 2016 Named Executive Officers:
|
For |
Against |
Abstained |
Broker Non-Votes |
|
216,405,108 |
25,510,514 |
2,457,939 |
36,025,858 |
(4)
The shareholders voted for 1 year on an advisory resolution on
the frequency of shareholder votes on executive compensation:
|
1 Year |
2 Years |
3 Years |
Abstained |
Broker Non-Votes |
|
|
215,248,345 |
1,816,941 |
25,095,238 |
2,205,925 |
36,025,858 |
|
(5)
The shareholders re-approved the material terms of the
performance goals under the 2009 Eversource Incentive Plan as
required by Section 162(m) of the Internal Revenue Code:
|
For |
Against |
Abstained |
Broker Non-Votes |
|
231,664,259 |
10,901,491 |
1,808,375 |
36,025,858 |
(6)
The shareholders ratified the selection of Deloitte Touche LLP as
the independent registered public accounting firm for 2017:
|
For |
Against |
Abstained |
Broker Non-Votes |
|
269,880,329 |
9,064,571 |
1,453,553 |
|
(d)
As indicated in (b)(4) of this Item, shareholders holding a
majority of the shares voting on the proposal voted, on an
advisory basis, to hold an advisory vote to approve executive
compensation every year. In line with this recommendation by our
shareholders, the Board of Trustees has decided that it will
continue to include an advisory shareholder vote on executive
compensation in its proxy materials every year until the next
advisory vote on the frequency of shareholder votes on executive
compensation, which will occur no later than our Annual Meeting
of Shareholders in 2023.
Section 9
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
|
Exhibit Number |
Description |
|
Exhibit 3.1 |
Amendment to Declaration of Trust |
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About EVERSOURCE ENERGY (NYSE:ES)
Eversource Energy, formerly Northeast Utilities, is a utility holding company engaged in the energy delivery business. The Company operates through three segments: electric distribution, electric transmission and natural gas distribution. The Company’s electric distribution segment consists of the distribution businesses, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, and the regulated electric generation businesses. Its electric transmission segment owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England. Its natural gas distribution segment distributes natural gas to approximately 286,000 customers in over 50 communities in central and eastern Massachusetts covering approximately 1,070 square miles. EVERSOURCE ENERGY (NYSE:ES) Recent Trading Information
EVERSOURCE ENERGY (NYSE:ES) closed its last trading session up +0.38 at 59.49 with 952,020 shares trading hands.
