UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 16, 2011 (June 14, 2011)
Date of Report (Date of earliest event reported)
NICOR INC.
(Exact name of registrant as specified in its charter)
|
Illinois
|
1-7297
|
36-2855175
|
|
(State or other jurisdiction
|
(Commission
|
(I.R.S. Employer
|
|
of incorporation)
|
File Number)
|
Identification Number)
|
1844 Ferry Road
Naperville, Illinois 60563-9600
(Address of principal executive offices) (Zip Code)
(630) 305-9500
(Registrant’s telephone number, including area code)
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))
Page 1
Item 5.07 Submission of Matters to a Vote of Security Holders.
Nicor Inc. (“Nicor”) held a special shareholder meeting and an annual shareholder meeting on June 14, 2011. As of the April 18, 2011 record date for both meetings, a total of 45,545,154 common shares were entitled to vote, of which 32,366,285 shares were voted in person or by proxy at the special meeting and 38,422,332 shares were voted in person or by proxy at the annual meeting.
Special Meeting of Shareholders
The matter voted on and approved by Nicor’s shareholders at the special meeting was the proposal to approve the Agreement and Plan of Merger, dated as of December 6, 2010, by and among AGL Resources Inc., Apollo Acquisition Corp., Ottawa Acquisition LLC and Nicor Inc.
Our shareholders voted as follows:
Votes For Votes Against Votes Abstained
31,341,990 835,584 188,711
Annual Meeting of Shareholders
The matters voted on and approved by Nicor’s shareholders at the annual meeting were:
(1) the election of thirteen members to the Board of Directors;
(2) the non-binding advisory vote to approve the compensation of Nicor's named executive officers as disclosed in the company’s proxy statement;
(3) the non-binding advisory vote on the frequency of a stockholder vote on the compensation of Nicor's named executive officers; and
(4) the ratification of the appointment of Deloitte & Touche LLP as Nicor’s independent registered public accounting firm for 2011.
The following is a summary of the voting results for each matter presented to shareholders:
Page 2
Election of Directors
|
Director’s Name
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
|
|
Robert M. Beavers, Jr.
|
30,664,526
|
1,101,852
|
6,655,954
|
|
|
Bruce P. Bickner
|
31,165,470
|
600,908
|
6,655,954
|
|
|
John H. Birdsall, III
|
30,682,927
|
1,083,451
|
6,655,954
|
|
|
Norman R Bobins
|
30,217,528
|
1,548,850
|
6,655,954
|
|
|
Brenda J. Gaines
|
31,139,483
|
626,895
|
6,655,954
|
|
|
Raymond A. Jean
|
30,763,766
|
1,002,612
|
6,655,954
|
|
|
Dennis J. Keller
|
31,165,202
|
601,176
|
6,655,954
|
|
|
R. Eden Martin
|
31,219,134
|
547,244
|
6,655,954
|
|
|
Georgia R. Nelson
|
31,091,711
|
674,667
|
6,655,954
|
|
|
Armando J. Olivera
|
30,755,893
|
1,010,485
|
6,655,954
|
|
|
John Rau
|
30,700,640
|
1,065,738
|
6,655,954
|
|
|
John C. Staley
|
31,227,129
|
539,249
|
6,655,954
|
|
|
Russ M. Strobel
|
30,889,552
|
876,826
|
6,655,954
|
|
All thirteen directors were elected to serve until the 2012 annual shareholder meeting or until their successors are elected and qualified.
Approval, by non-binding advisory vote, of the compensation of executive officers
Votes For Votes Against Votes Abstained Broker Non-votes
28,266,002 2,109,816 1,390,560 6,655,954
Approval to recommend, by non-binding advisory vote, the frequency of future executive compensation votes
One Year Two Years Three Years Votes Abstained Broker Non-votes
25,342,499 400,553 4,817,049 1,206,277 6,655,954
In accordance with the Nicor Board's recommendation and the voting results on this advisory proposal, the Board has determined that Nicor will hold an advisory vote on executive compensation annually.
Ratification of the Appointment of Deloitte & Touche LLP
Votes For Votes Against Votes Abstained
37,679,637 504,366 238,329
Page 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.
Nicor Inc.
Date June 16, 2011 /s/ KAREN K. PEPPING
Karen K. Pepping
Vice President and Controller
(Principal Accounting Officer and
Duly Authorized Officer)