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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 29, 2014
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AGL RESOURCES INC.
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(Exact name of registrant as specified in its charter)
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Georgia
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1-14174
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58-2210952
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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Ten Peachtree Place NE Atlanta, Georgia 30309
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(Address and zip code of principal executive offices)
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404-584-4000
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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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Item 5.07 Submission of Matters to a Vote of Security Holders
AGL Resources Inc. (the “Company”) held its annual meeting of shareholders in Atlanta, Georgia on April 29, 2014. Holders of an aggregate of 119,202,412 shares of the Company’s common stock at the close of business on February 18, 2014, were entitled to vote at the meeting, of which 102,112,750 or 85.67% of the eligible voting shares were represented in person or by proxy. At the annual meeting, the shareholders were presented with six proposals as set forth in the Company’s proxy statement. The shareholders voted as follows:
Proposal 1 – Election of Directors.
| Nominee | For | Withheld | Broker Non-votes | |||||||||
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Sandra N. Bane
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79,384,588 | 606,620 | 22,131,542 | |||||||||
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Thomas D. Bell, Jr.
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79,338,167 | 653,041 | 22,131,542 | |||||||||
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Norman R. Bobins
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78,104,543 | 1,886,665 | 22,131,542 | |||||||||
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Charles R. Crisp
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79,107,929 | 883,279 | 22,131,542 | |||||||||
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Brenda J. Gaines
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71,252,732 | 8,738,476 | 22,131,542 | |||||||||
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Arthur E. Johnson
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79,095,707 | 895,501 | 22,131,542 | |||||||||
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Wyck A. Knox, Jr.
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79,046,749 | 944,459 | 22,131,542 | |||||||||
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Dennis M. Love
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79,189,698 | 801,510 | 22,131,542 | |||||||||
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Dean R. O’Hare
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79,356,795 | 634,413 | 22,131,542 | |||||||||
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Armando J. Olivera
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79,401,860 | 589,348 | 22,131,542 | |||||||||
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John E. Rau
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79,375,582 | 615,626 | 22,131,542 | |||||||||
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James A. Rubright
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79,164,298 | 826,910 | 22,131,542 | |||||||||
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John W. Somerhalder II
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77,928,096 | 2,063,112 | 22,131,542 | |||||||||
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Bettina M. Whyte
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79,317,177 | 674,031 | 22,131,542 | |||||||||
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Henry C. Wolf
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79,303,122 | 688,086 | 22,131,542 | |||||||||
Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2014.
| For | 101,006,027 | |||
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Against
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798,317 | |||
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Abstain
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318,406 | |||
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Broker Non-Votes
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None
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Proposal 3 – Advisory vote on executive compensation.
| For | 76,412,272 | |||
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Against
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2,314,193 | |||
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Abstain
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1,264,743 | |||
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Broker Non-Votes
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22,131,542 |
Proposal 4 – Adoption of an amendment and restatement of our amended and restated employee stock purchase plan.
| For | 77,533,482 | |||
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Against
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1,681,212 | |||
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Abstain
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776,514 | |||
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Broker Non-Votes
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22,131,542 |
2
Proposal 5 – Shareholder proposal on gender identity non-discrimination policy.
| For | 27,121,701 | |||
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Against
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45,287,969 | |||
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Abstain
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7,581,538 | |||
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Broker Non-Votes
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22,131,542 |
Proposal 6 – Shareholder proposal on majority voting standard for director elections.
| For | 40,132,050 | |||
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Against
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39,209,445 | |||
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Abstain
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649,713 | |||
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Broker Non-Votes
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22,131,542 |
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.
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AGL RESOURCES INC.
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(Registrant)
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Date: April 30, 2014
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/s/ Andrew W. Evans |
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Andrew W. Evans
Executive Vice President and Chief Financial Officer
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4