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8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed Apr 30, 2015 · 11y ago · Accession 0000072741-15-000024

Plain English

Material event — a significant development the company must disclose promptly.

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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) Registrant’s 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 Company’s 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 Company’s 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
Ticker
ES
CIK
72741
Form type
8-K
Filing date
Apr 30, 2015
Report date
Apr 29, 2015
Document
form8kannualmtgdotamend.htm
Size
170 KB