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):  May 1, 2014

 

THE EMPIRE DISTRICT ELECTRIC COMPANY

(Exact name of registrant as specified in its charter)

 

Kansas

(State or other jurisdiction of incorporation)

 

1-3368

 

44-0236370

(Commission File Number)

 

(IRS Employer Identification Number)

 

602 S. Joplin Avenue, Joplin, Missouri

 

64801

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (417) 625-5100

 

Not applicable

(Former name or former address, if changed since last report)

 

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.02(e).   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.

 

On May 1, 2014, shareholders of The Empire District Electric Company (the “Company”) approved the adoption of the 2015 Stock Incentive Plan (the “Plan”).  The Plan will become effective on January 1, 2015.  A summary of the Plan is set forth in the Company’s Proxy Statement, filed with the Commission on March 19, 2014. This summary is subject to and qualified in its entirety by reference to the full text of the Plan which is attached to the Proxy Statement as Appendix B and which is hereby incorporated by reference into this Item 5.02(e).

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On May 1, 2014, the Company held its annual meeting of the Company’s shareholders (the “Annual Meeting”) in Joplin, Missouri. At the Annual Meeting, the shareholders of the Company (1) elected four directors for three year terms, (2) ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the fiscal year ending December 31, 2014, (3) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, (4) approved an amended and restated Employee Stock Purchase Plan, (5) approved the 2015 Stock Incentive Plan and (6) approved an amended and restated Stock Unit Plan for Directors.

 

The final voting results are set forth below:

 

 

 

Shares Voted

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

Election of directors for a term of three years each:

 

 

 

 

 

 

 

 

 

Kenneth R. Allen

 

19,490,118

 

353,024

 

 

14,016,191

 

Bradley P. Beecher

 

19,564,831

 

278,311

 

 

14,016,191

 

William L. Gipson

 

18,868,060

 

975,082

 

 

14,016,191

 

Thomas M. Ohlmacher

 

19,541,591

 

301,551

 

 

14,016,191

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

Ratification of Independent Auditors:

 

33,377,534

 

291,613

 

190,186

 

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

Non-binding advisory approval of the compensation of the named executive officers as disclosed in the proxy statement:

 

16,391,717

 

2,626,719

 

824,706

 

14,016,191

 

 

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Shares Voted

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

Amended and restated Employee Stock Purchase Plan:

 

19,163,143

 

483,194

 

196,805

 

14,016,191

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

2015 Stock Incentive Plan:

 

16,276,899

 

3,337,463

 

228,780

 

14,016,191

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-
Votes

 

Amended and restated Stock Unit Plan for Directors:

 

18,217,500

 

1,248,693

 

376,949

 

14,016,191

 

 

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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.

 

 

THE EMPIRE DISTRICT ELECTRIC COMPANY

 

 

 

 

 

By:

/s/ Laurie A. Delano

 

 

Name:

Laurie A. Delano

 

 

Title:

Vice President - Finance & Chief

 

 

 

Financial Officer

 

 

Dated: May 5, 2014

 

 

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