WASHINGTON GAS LIGHT CO - FORM 8-K - March 4, 2011

 
 
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): March 3, 2011
                       
 
  Commission     Exact name of registrant as specified in its charter     State of     I.R.S. Employer  
  File Number     and principal office address and telephone number     Incorporation     Identification No.  
                       
 
1-16163
     WGL Holdings, Inc.
     Virginia     52-2210912  
 
 
     101 Constitution Ave., N.W.
              
 
 
     Washington, D.C. 20080
              
 
 
     (703) 750-2000

              
                       
 
0-49807
     Washington Gas Light Company
     District of     53-0162882  
 
 
     101 Constitution Ave., N.W.
     Columbia        
 
 
     Washington, D.C. 20080
     and Virginia        
 
 
     (703) 750-4440

              
                       
Former name or former address, if changed since last report: None
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     The Annual Meetings of Shareholders of WGL Holdings, Inc. and Washington Gas Light Company were held on March 3, 2011.
     WGL Holdings, Inc.
At the WGL Holdings, Inc. 2011 Annual Meeting held on March 3, 2011, of the 51,112,968 shares outstanding and entitled to vote, 45,297,678 were represented, constituting a 88.62% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
Item No. 1:   All of the board’s nominees for director were elected to the Board of Directors of WGL Holdings, Inc. to serve until the company’s 2012 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:
                 
Nominee   For   Withheld   Abstain   Broker Non-Votes
Michael Barnes
   33,649,022   1,588,187   0   10,060,469
George P. Clancy, Jr.
   33,208,014   2,029,195   0   10,060,469
James W. Dyke, Jr.
   34,811,740   425,469   0   10,060,469
Melvyn J. Estrin
   33,182,326   2,054,883   0   10,060,469
James F. Lafond
   34,946,293   290,916   0   10,060,469
Debra L. Lee
   32,722,573   2,514,636   0   10,060,469
Terry D. McCallister
   33,646,292   1,590,917   0   10,060,469
Item No. 2:   The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2011 was ratified by the shareowners, by the votes set forth in the table below:
             
For   Against   Abstain   Broker Non-Votes
43,547,141   1,576,159   174,378   0
Item No. 3:   A shareholder proposal to establish cumulative voting was defeated by the votes set forth in the table below:
             
For   Against   Abstain   Broker Non-Votes
12,560,859   22,158,216   518,134   10,060,469
Item No. 4:   The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below:
             
For   Against   Abstain   Broker Non-Votes
31,297,426   3,347,037   592,746   10,060,469
Item No. 5:   The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
                 
One-Year   Two-Year   Three-Year        
Frequency Vote   Frequency Vote   Frequency Vote   Abstain   Broker Non-Votes
29,680,218   414,536   4,526,139   616,316   10,060,469
          In accordance with the results of this vote, the Board of Directors of WGL Holdings, Inc. determined to implement an annual advisory vote on executive compensation.

 

     Washington Gas Light Company
     At the Washington Gas Light Company 2011 Annual Meeting held on March 3, 2011, of the 46,760,136 shares outstanding and entitled to vote, 46,479,636 were represented, constituting a 99% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
Item No. 1:   All of the board’s nominees for director were elected to the Board of Directors of Washington Gas Light Company to serve until the company’s 2012 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:
                 
Nominee   For   Withheld   Abstain   Broker Non-Votes
Michael Barnes
  46,479,636   0   0   0
George P. Clancy, Jr.
  46,479,636   0   0   0
James W. Dyke, Jr.
  46,479,636   0   0   0
Melvyn J. Estrin
  46,479,636   0   0   0
James F. Lafond
  46,479,636   0   0   0
Debra L. Lee
  46,479,636   0   0   0
Terry D. McCallister
  46,479,636   0   0   0
Item No. 2:   The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2011 was ratified by the shareowners, by the votes set forth in the table below:
             
For   Against   Abstain   Broker Non-Votes
46,479,636
  0   0   0
Item No. 3:   The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below:
             
For   Against   Abstain   Broker Non-Votes
46,479,636   0   0   0

 

     
Item No. 4:
  The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
                 
One-Year   Two-Year   Three-Year        
Frequency Vote   Frequency Vote   Frequency Vote   Abstain   Broker Non-Votes
46,479,636   0   0   0   0
     In accordance with the results of this vote, the Board of Directors of Washington Gas Light Company determined to implement an annual advisory vote on executive compensation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
         
  WGL Holdings, Inc.
and
Washington Gas Light Company
(Registrants)
 		  
Date: March 4, 2011  /s/ William R. Ford    
  William R. Ford   
  Controller
(Principal Accounting Officer) 		  
 

WASHINGTON GAS LIGHT CO Reports