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 10, 2011
NORTHEAST UTILITIES
(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.) |
| One Federal Street, Building 111-4 Springfield, Massachusetts | 01105 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (860) 665-5000
Not Applicable
(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 5.07
Submission of Matters to a Vote of Security Holders.
(a)
Northeast Utilities (the “Company”) held its Annual Meeting of Shareholders on May 10, 2011.
(b)
Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s proxy statement dated March 30, 2011. On March 15, 2011, the record date for the Annual Meeting, there were 176,699,084 common shares outstanding and entitled to vote. At the Annual Meeting, 149,706,634 common shares were represented, in person or by proxy, constituting a quorum.
(1) Election of Trustees. The shareholders elected each of the eleven nominees to the Board of Trustees for a one-year term by a majority of the outstanding common shares:
| Trustee | Votes For | Votes Withheld | Broker Non-Votes |
Richard H. Booth | 135,714,210 | 997,865 | 12,994,559 |
| John S. Clarkeson | 135,716,677 | 995,398 | 12,994,559 |
Cotton M. Cleveland | 134,733,342 | 1,978,733 | 12,994,559 |
| Sanford Cloud, Jr. | 134,655,867 | 2,056,208 | 12,994,559 |
John G. Graham | 135,704,662 | 1,007,413 | 12,994,559 |
| Elizabeth T. Kennan | 134,568,837 | 2,143,238 | 12,994,559 |
Kenneth R. Leibler | 135,714,049 | 998,026 | 12,994,559 |
| Robert E. Patricelli | 134,647,253 | 2,064,822 | 12,994,559 |
Charles W. Shivery | 131,174,944 | 5,537,131 | 12,994,559 |
| John F. Swope | 134,665,667 | 2,046,408 | 12,994,559 |
Dennis R. Wraase | 135,688,094 | 1,023,981 | 12,994,559 |
(2)
Advisory Vote on Executive Compensation:
| Votes For | 130,129,948 | 97.20% |
Votes Against | 3,743,144 | 2.80% |
| Abstentions | 2,838,982 |
|
Broker Non-Votes | 12,994,560 |
|
(3)
Advisory Vote Regarding Frequency of Advisory Vote on Executive Compensation:
| 1 Year | 89,116,139 | 65.97% |
2 Years | 2,774,303 | 2.05% |
| 3 Years | 43,193,030 | 31.98% |
Abstentions | 1,628,602 |
|
| Broker Non-Votes | 12,994,560 |
|
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(4)
The shareholders ratified the selection of Deloitte & Touche LLP as independent auditors for 2011:
| Votes For | 146,527,299 |
Votes Against | 2,638,746 |
| Abstentions | 540,588 |
(d)
As indicated in (b)(3) of this Item, shareholders holding a majority of the shares voting on the proposal voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareholders, the Board of Trustees has decided that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than our Annual Meeting of Shareholders in 2017.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHEAST UTILITIES
(Registrant)
May 13, 2011
By:
/s/ SAMUEL K. LEE
Samuel K. Lee
Secretary and Deputy General Counsel
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