8-KThe WireRoutine
Bylaw Amendment · Shareholder Vote
Filed Apr 30, 2015 · 11y ago · Accession 0000072741-15-000024
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View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2015 (April 29, 2015)
EVERSOURCE ENERGY
(Exact name of registrant as specified in its charter)
Massachusetts
001-5324
04-2147929
(State or other jurisdiction
of organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
300 Cadwell Drive
Springfield, Massachusetts
01104
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (860) 665-5000
Northeast Utilities
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 5
Corporate Governance and Management
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 29, 2015, Eversource Energy, formerly known as Northeast Utilities (the Company), filed an amendment to its Declaration of Trust (the Amendment) with the Secretary of the Commonwealth of Massachusetts to change its legal name from Northeast Utilities to Eversource Energy.
As disclosed in Item 5.07 of this report, on April 29, 2015, the shareholders of Eversource Energy, 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 change its legal name from Northeast Utilities to Eversource Energy.
The Amendment is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
(a)
Eversource Energy held its Annual Meeting of Shareholders on April 29, 2015.
(b)
Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Companys proxy statement dated March 13, 2015. On March 2, 2015, the record date for the Annual Meeting, there were 317,405,001 common shares outstanding and entitled to vote. At the Annual Meeting, 278,115,581.55 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:
Votes Cast For
Votes Cast Against
Trustee
Number
% of
Votes Cast
% of
Shares
Out-
standing
Number
% of
Votes Cast
Abstain
Broker
Non-Votes
John S. Clarkeson
229,602,325.56
96.10
72.34
9,325,197.91
3.90
17,172.08
39,170,886.00
Cotton M. Cleveland
233,865,848.00
97.88
73.68
5,061,675.47
2.12
17,172.08
39,170,886.00
Sanford Cloud, Jr.
227,055,186.79
95.03
71.53
11,872,336.68
4.97
17,172.08
39,170,886.00
James S. DiStasio
229,799,930.46
96.18
72.40
9,127,593.01
3.82
17,172.08
39,170,886.00
Francis A. Doyle
234,998,216.34
98.36
74.04
3,929,307.13
1.64
17,172.08
39,170,886.00
Charles K. Gifford
229,574,397.57
96.09
72.33
9,353,125.90
3.91
17,172.08
39,170,886.00
Paul A. La Camera
234,801,075.68
98.27
73.98
4,126,447.79
1.73
17,172.08
39,170,886.00
Kenneth R. Leibler
235,111,847.95
98.40
74.07
3,815,675.52
1.60
17,172.08
39,170,886.00
Thomas J. May
230,289,118.96
96.38
72.55
8,638,404.51
3.62
17,172.08
39,170,886.00
William C. Van Faasen
229,826,061.14
96.19
72.41
9,101,462.33
3.81
17,172.08
39,170,886.00
Frederica M. Williams
234,797,280.92
98.27
73.97
4,130,242.18
1.73
17,172.45
39,170,886.00
Dennis R. Wraase
229,582,594.77
96.09
72.33
9,344,928.70
3.91
17,172.08
39,170,886.00
2
(2)
The shareholders approved the proposal to amend our Declaration of Trust to change the legal name of the Company from Northeast Utilities to Eversource Energy:
Votes Cast For
Votes Cast Against
Proposal
Number
% of
Votes
Cast
Number
% of
Votes
Cast
Abstain
Approval to amend our Declaration of Trust to change the legal name of the Company
268,912,335.43
96.69
6,988,250.41
2.51
2,214,995.71
(3)
The shareholders approved, on an advisory basis, the compensation of the Companys 2014 Named Executive Officers:
Votes Cast For
Votes Cast Against
Proposal
Number
% of
Votes Cast
Number
% of
Votes Cast
Abstain
Broker
Non-Votes
Advisory approval of executive compensation
219,737,660.91
91.96
15,313,009.45
6.41
3,894,025.19
39,170,886.00
(4)
The shareholders ratified the selection of Deloitte & Touche LLP as independent registered public accountants for 2015:
Votes Cast For
Votes Cast Against
Proposal
Number
% of
Votes
Cast
Number
% of
Votes
Cast
Abstain
Ratification of appointment of independent registered public accounting firm
271,063,877.87
97.47
4,572,922.09
1.64
2,478,781.59
Section 9
Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
Exhibit
Number
Description
Exhibit 3.1
Amendment to Declaration of Trust
[The remainder of this page left blank intentionally.]
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EVERSOURCE ENERGY
(Registrant)
April 29, 2015
By:
/ S / G REGORY B. B UTLER
Gregory B. Butler
Senior Vice President and General Counsel
4
EXHIBIT INDEX
Exhibit
Number
Description
Exhibit 3.1
Amendment to Declaration of Trust
5
Filing details
- Company
- EVERSOURCE ENERGY
- Ticker
- ES
- CIK
- 72741
- Form type
- 8-K
- Filing date
- Apr 30, 2015
- Report date
- Apr 29, 2015
- Document
- form8kannualmtgdotamend.htm
- Size
- 170 KB