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 1, 2012
| 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 | |||
| 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 5.07 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 1, 2012.
WGL Holdings, Inc.
At the WGL Holdings, Inc. 2012 Annual Meeting held on March 1, 2012, of the 51,495,821 shares outstanding and entitled to vote, 45,612,955 were represented, constituting an 88.58% 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 2013 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below: |
| Nominee |
For |
Against |
Withheld |
Abstain |
Broker Non-Votes | |||||
| Michael Barnes |
35,460,703 | 0 | 1,721,339 | 0 | 8,430,913 | |||||
| George P. Clancy, Jr. |
35,048,596 | 0 | 2,133,446 | 0 | 8,430,913 | |||||
| James W. Dyke, Jr. |
36,637,673 | 0 | 544,369 | 0 | 8,430,913 | |||||
| Melvyn J. Estrin |
35,043,507 | 0 | 2,138,535 | 0 | 8,430,913 | |||||
| Nancy C. Floyd James F. Lafond |
36,646,252 36,793,967 |
0 0 |
535,790 388,075 |
0 0 |
8,430,913 8,430,913 | |||||
| Debra L. Lee |
35,484,974 | 0 | 1,697,068 | 0 | 8,430,913 | |||||
| Terry D. McCallister |
35,294,755 | 0 | 1,887,287 | 0 | 8,430,913 | |||||
| Item No. 2: | The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2012 was ratified by the shareowners, by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 43,860,400 |
1,559,662 | 192,893 | 0 | |||
| Item No. 3: | The shareowners re-approved the WGL Holdings, Inc. Omnibus Incentive Compensation Plan by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,092,276 |
2,335,204 | 754,562 | 8,430,913 | |||
| Item No. 4: | 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 | |||
| 33,413,756 |
2,420,849 | 1,347,437 | 8,430,913 | |||
| Item No. 5: | A shareholder proposal to establish cumulative voting was defeated by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 12,327,335 |
23,855,949 | 998,758 | 8,430,913 | |||
Washington Gas Light Company
At the Washington Gas Light Company 2012 Annual Meeting held on March 1, 2012, of the 46,760,136 shares outstanding and entitled to vote, 46,579,536 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 2013 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below: |
| Nominee |
For |
Against |
Withheld |
Abstain |
Broker Non-Votes | |||||
| Michael Barnes |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| George P. Clancy, Jr. |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| James W. Dyke, Jr. |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| Melvyn J. Estrin |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| Nancy C. Floyd |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| James F. Lafond |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| Debra L. Lee |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| Terry D. McCallister |
46,479,536 | 0 | 0 | 0 | 0 | |||||
| Item No. 2: | The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2012 was ratified by the shareowners, by the votes set forth below: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 46,479,536 |
0 | 0 | 0 | |||
| Item No. 3: | 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 | |||
| 46,479,536 |
0 | 0 | 0 | |||
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 7, 2012 | /s/ William R. Ford | |
| William R. Ford | ||
| Controller | ||
| (Principal Accounting Officer) | ||