NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Northwest Natural Gas Company (the “Company”) was held on May 24, 2018. At the meeting, shareholders voted on the following items:
Proposal 1: The following Class I nominees were elected to serve on the Board of Directors until the 2021 Annual Meeting, or until their successors have been duly qualified and elected:
NOMINEE |
FOR |
WITHHELD |
BROKER NON-VOTES |
Class I |
|||
Timothy P. Boyle |
18,741,157 |
2,453,517 |
4,903,688 |
Mark S. Dodson |
20,897,594 |
297,080 |
4,903,688 |
Malia H. Wasson |
20,986,820 |
207,854 |
4,903,688 |
Proposal 2: The proposal to increase the number of shares reserved for issuance under the Company’s Employee Stock Purchase Plan was approved.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
20,759,719 |
290,265 |
144,690 |
4,903,688 |
Proposal 3: The non-binding advisory vote on compensation of the Named Executive Officers was approved.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
20,392,419 |
564,072 |
238,183 |
4,903,688 |
Proposal 4: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was ratified.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
25,613,135 |
381,664 |
103,563 |
N/A |
Proposal 5: The proposal to reorganize the Company into a holding company structure was approved.
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
20,641,312 |
267,036 |
286,326 |
4,903,688 |
On May 24, 2018, the Company’s Board of Directors approved an extension to the Company’s share repurchase program for our common stock, under which the Company purchases shares on the open market or through privately negotiated transactions. The Company now has Board authorization through May 31, 2019 to repurchase up to an aggregate of 2.8 million shares or up to an aggregate of $100 million. Since the program’s inception in 2000, the Company has repurchased 2.1 million shares of common stock at a total cost of $83.3 million.
Forward-Looking Statements
This report, and other presentations made by NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, or future events, and other statements that are other than statements of historical facts.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors," and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the company's most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk," and Part II, Item 1A, "Risk Factors," in the company's quarterly reports filed thereafter.
All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the company, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
New factors emerge from time to time and it is not possible for the company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.
About NORTHWEST NATURAL GAS COMPANY (NYSE:NWN)
Northwest Natural Gas Company is engaged in the distribution of natural gas. The Company’s segments include Local Gas Distribution, Gas Storage and other. The Company maintains operations in Oregon, Washington and California and conducts businesses through NW Natural and its subsidiaries. The local gas distribution business, referred to as the utility segment, serves residential, commercial, and industrial customers in Oregon and southwest Washington. The Company gas storage business, referred to as the gas storage segment, provides storage services for utilities, gas marketers, electric generators and industrial users from storage facilities located in Oregon and California. The Company’s other segment is referred to as non-utility and consists of non-utility investments and other business activities. The other segment consists of an equity method investment in Trail West Holdings, LLC (TWH) and other pipeline assets in NNG Financial Corporation.