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): May 4, 2011
SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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1-6407
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75-0571592
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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5444 Westheimer Road
Houston, Texas
(Address of principal executive offices)
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77056-5306
(Zip Code)
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Registrant's telephone number, including area code: (713) 989-2000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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The final results of voting on each of the matters submitted to a vote of the stockholders during Southern Union Company’s (the “Company”) Annual Meeting of Stockholders held on May 4, 2011 (the “Annual Meeting”) are set out below.
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1. Election of Directors:
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DIRECTOR NOMINEE
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VOTES FOR
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VOTES WITHHELD
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BROKER NON-VOTES
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George L. Lindemann
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103,327,620
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6,169,016
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6,730,991
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Eric D. Herschmann
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92,129,028
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17,367,869
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6,730,991
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David Brodsky
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105,973,948
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3,522,949
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6,730,991
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Frank W. Denius
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105,176,832
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4,319,804
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6,730,991
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Kurt A. Gitter, M.D.
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106,193,416
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3,303,481
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6,730,991
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Herbert H. Jacobi
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105,519,941
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3,976,956
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6,730,991
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Thomas N. McCarter, III
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96,018,824
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13,477,812
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6,730,991
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George Rountree, III
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83,062,356
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26,434,541
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6,730,991
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Allan D. Scherer
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97,125,386
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12,371,511
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6,730,991
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2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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114,253,395
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1,647,396
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327,097
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0
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3. To adopt an advisory, nonbinding resolution approving the compensation of our named executive officers:
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VOTES FOR
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VOTES AGAINST
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VOTES ABSTAINED
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BROKER NON-VOTES
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56,899,336
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51,592,155
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1,005,406
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6,730,991
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4. To select, on an advisory, nonbinding basis, the frequency of the stockholder vote on the compensation of our named executive officers:
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1 Year
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2 Years
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3 Years
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VOTES ABSTAINED
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BROKER NON-VOTES
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63,663,810
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499,107
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42,976,020
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2,356,478
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6,730,991
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Also, as disclosed in additional proxy materials on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2011, the stockholder proposal (Proposal 5 in the Proxy Statement) submitted by Calvert Asset Management Company, Inc. was withdrawn prior to the Annual Meeting, and, as such, the results of the vote are not reported herein.
Additionally, as noted above, a majority of the votes of the stockholders represented at the Annual Meeting were cast in favor of holding an advisory, nonbinding vote to approve executive compensation on an annual basis. In line with this stockholder recommendation, the Company has decided that it will include an advisory, nonbinding, stockholder vote on executive compensation in its proxy materials on an annual basis until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our Annual Meeting of Stockholders in 2017.
SIGNATURES
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 thereunto duly authorized.
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SOUTHERN UNION COMPANY
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(Registrant)
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Date: May 6, 2011
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By:
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/s/ Robert M. Kerrigan, III
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Robert M. Kerrigan, III
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Vice President - Assistant General Counsel and Secretary
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