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):  December 13, 2011  


NSTAR

(Exact name of registrant as specified in its charter)



         Massachusetts            

             001-14768          

                        04-3466300                

(State or other jurisdiction of

incorporation)


(Commission File Number)

(I.R.S.  Employer Identification Number)

800 Boylston Street, Boston, Massachusetts

 

    02199   

(Address of principal executive offices)

 

(Zip Code)


                            (617) 424-2000                          

(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:

[     ]

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.


NSTAR’s Annual Meeting of Shareholders was held on December 13, 2011.  Proxies representing 86,155,550 shares, or 83%, of the 103,586,727 outstanding shares entitled to vote, were present at the Annual Meeting, constituting a quorum.  The shareholder voting results for the election of three Class III trustees, an advisory vote on executive compensation, an advisory vote on the frequency of future advisory votes on executive compensation, and the ratification of the appointment for the 2011 fiscal year of NSTAR’s independent registered public accounting firm are presented as follows:


Proposal 1.  The following three Class III trustees were elected to serve until the 2014 Annual Meeting and until the election and qualification of their respective successors (which required that the trustee receive more votes “for” the trustee’s election than votes cast “against” the trustee’s election):



Nominees

 


Votes For

 


Votes Against

 


Abstentions

 

Broker

Non-Votes

 

 

 

 

 

 

 

 

 

Charles K. Gifford

  

59,383,434

 

3,120,129

 

471,318

 

23,180,669

Paul A. La Camera

   

58,327,015

 

4,168,053

 

479,813

 

23,180,669

William C. Van Faasen

   

59,605,071

 

2,881,965

 

487,845

 

23,180,669


Proposal 2.  Shareholders approved, on an advisory basis, the compensation paid to NSTAR’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K of the Securities Act of 1933, as amended, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion in NSTAR’s 2011 proxy statement.



Votes For

 


Votes Against

 


Abstentions

 

Broker

Non-Votes

 

 

 

 

 

 

 

54,301,277

 

5,717,544

 

2,956,060

 

23,180,669


Proposal 3.  The largest number of Shareholders voted, on an advisory basis, to recommend an annual advisory vote on the compensation of executives, as set forth below.  As a result of this vote, the Company will include an advisory vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholder votes on executive compensation.



Annually

 


Every Two Years

 


Every Three Years

 


Abstentions

 

Broker

Non-Votes

 

 

 

 

 

 

 

 

 

50,694,142

 

750,248

 

8,922,308

 

2,608,183

 

23,180,669


Proposal 4.  Shareholders ratified the appointment of PricewaterhouseCoopers LLP as NSTAR’s independent registered public accounting firm for the 2011 fiscal year (which required the approval of a majority of the votes cast), as follows:


Votes For

 

Votes Against

 

 

Abstentions

 

 

 

 

 

 

 

 

 

84,622,464

 

971,996

 

 

561,090














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.




                                                 

     

NSTAR

                                                

     

(Registrant)

     

     

     

     

Date: December 13, 2011                           

  By:  

/s/ R. J. WEAFER, JR.          

 

     

Robert J. Weafer, Jr.

 

     

Vice President, Controller

 

     

and Chief Accounting Officer

 

 

(Principal Accounting Officer)