Attached files

file filename
EX-99.1 - EX-99.1 - WGL HOLDINGS INCd887049dex991.htm
EX-3.(II) - EX-3(II) - WGL HOLDINGS INCd887049dex3ii.htm

 

 

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, 2015

 

Commission

File Number

Exact name of registrant as specified in its charter

and principal office address and telephone number

State of

Incorporation

I.R.S.

Employer

Identification

No.

1-16163

WGL Holdings, Inc.

101 Constitution Ave., N.W.

Washington, D.C. 20080

(703) 750-2000

Virginia 52-2210912
0-49807

Washington Gas Light Company

101 Constitution Ave., N.W.

Washington, D.C. 20080

(703) 750-4440

District of

Columbia

and Virginia

53-0162882

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:

 

[  ] 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))

 

 

 


ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 3, 2015, at meetings of the boards of directors of WGL Holdings, Inc. (“WGL Holdings”) and its wholly-owned subsidiary, Washington Gas Light Company (“Washington Gas” and, together with WGL Holdings, the “Companies”) held after their respective annual meetings of shareholders, the boards of the Companies elected Mr. Stephen C. Beasley to serve on their respective boards as a director, effective immediately, until the next succeeding annual meeting of shareholders, or until his successor may be duly qualified and elected.

The Companies have not entered into any transactions identified in Item 404(a) of Regulation S-K, and there is no such currently proposed transaction, in which Mr. Beasley had or will have a direct or indirect material interest, and Mr. Beasley will not be employed by the Companies. Each board of directors has determined that Mr. Beasley is independent within the meaning of New York Stock Exchange rules. Further, Mr. Beasley was not elected pursuant to an arrangement or understanding between him and any other person. The Companies expect that Mr. Beasley will be named as a member of the Human Resources Committees and as an alternate member of the Executive Committees of the boards.

Mr. Beasley will receive compensation for his service as a director in accordance with the director compensation program of the Companies, which includes the WGL Holdings Directors’ Stock Compensation Plan (the “Plan”). Pursuant to the Plan, each director annually receives an amount of WGL Holdings common stock equal to $90,000 in value. Under the Plan, Mr. Beasley will receive a prorated award of WGL Holdings common stock as part of his compensation as a director for his service for the remainder of calendar year 2015.

A detailed description of the Companies’ director compensation program can be found in the WGL Holdings, Inc. proxy statement filed on Schedule 14A with the Securities and Exchange Commission on January 22, 2015.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On March 3, 2015, at a meeting of the board of directors of Washington Gas held after its annual meeting of shareholders, the board amended Article II, Section 1 of the bylaws of Washington Gas. The bylaw amendment increases the size of the Washington Gas board of directors from nine to ten persons. The bylaw amendment became effective immediately.

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, 2015.

WGL Holdings, Inc.

At the WGL Holdings, Inc. 2015 Annual Meeting held on March 3, 2015, of the 49,721,934 shares outstanding and entitled to vote, 43,464,335 were represented, constituting a 87.41% 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 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:


Nominee For           Withheld           Broker Non-Votes  

Michael Barnes

  32,389,341      1,200,610            9,864,374         

George P. Clancy, Jr.

  31,896,321      1,693,630            9,864,374         

James W. Dyke, Jr.

  31,943,665      1,646,286            9,864,374         

Nancy C. Floyd

  33,330,175      259,776            9,864,374         

Linda R. Gooden

  33,303,667      286,284            9,864,374         

James F. Lafond

  31,983,668      1,606,283            9,864,374         

Debra L. Lee

  32,380,092      1,209,859            9,864,374         

Terry D. McCallister

  31,898,653      1,691,298            9,864,374         

Dale S. Rosenthal

  33,381,206      208,745            9,864,374         

 

Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth below: 

 

For Against Abstain Broker Non-Votes
27,572,200 5,651,024 371,732 9,864,374

 

Item No. 3: The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2015 was ratified by the shareowners, by the votes set forth below:

 

For Against Abstain Broker Non-Votes
41,802,388 1,469,254 192,693 0

Washington Gas Light Company

At the Washington Gas Light Company 2015 Annual Meeting held on March 3, 2015, of the 46,760,136 shares outstanding and entitled to vote, 46,479,536 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 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

 

Nominee         For                 Withheld         Broker Non-Votes

Michael Barnes

46,479,536 0 0

George P. Clancy, Jr.

46,479,536 0 0

James W. Dyke, Jr.

46,479,536 0 0

Melvyn J. Estrin

46,479,536 0 0

Nancy C. Floyd

46,479,536 0 0

Linda R. Gooden

46,479,536 0 0

James F. Lafond

46,479,536 0 0

Debra L. Lee

46,479,536 0 0

Terry D. McCallister

46,479,536 0 0


Item No. 2: 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
46,479,536 0 0 0

 

Item No. 3: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2015 was ratified by the shareowners, by the votes set forth in the table below:

 

For Against Abstain Broker Non-Votes
46,479,536 0 0 0

Item 8.01. Other Events

On March 6, 2015, WGL Holdings and Washington Gas issued a press release related to the election of Mr. Stephen C. Beasley to the boards of directors of the companies. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

9.01(d) Exhibits:

 

Exhibit

No.

Description
3(ii) Article II, Section 1 of the Bylaws of Washington Gas, as amended effective March 3, 2015
99.1 Press Release dated March 6, 2015

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 6, 2015                     /s/ William R. Ford                                    
William R. Ford
Vice President and Chief Accounting Officer
(Principal Accounting Officer)