NEXTERA ENERGY INC - FORM 8-K - May 28, 2015

Attached files

file filename
EX-3.II - EXHIBIT 3(II) - NEXTERA ENERGY INCexhibit3ii.htm
EX-3.IA - EXHIBIT 3(I)(A) - NEXTERA ENERGY INCexhibit3ia.htm
EX-3.IB - EXHIBIT 3(I)(B) - NEXTERA ENERGY INCexhibit3ib.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 earliest event reported:  May 21, 2015



Commission
File
Number
 
Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
 
IRS Employer
Identification
Number
 
 
 
 
 
1-8841
 
NEXTERA ENERGY, INC.
 
59-2449419
 
 
700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000
 
 



State or other jurisdiction of incorporation or organization:  Florida


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))




SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.03 Material Modifications to Rights of Security Holders

(a)
As described in Item 5.07 of this Current Report, at the 2015 Annual Meeting of Shareholders of NextEra Energy, Inc. (Company) held on May 21, 2015 (2015 Annual Meeting), the Company’s shareholders approved certain amendments to the Company’s Restated Articles of Incorporation (Charter). As described in Proposals 4 through 8 of the Company's definitive proxy statement on Schedule 14A for the 2015 Annual Meeting (Proxy Statement), the Charter amendments (1) eliminated the supermajority vote and “for cause” requirements for shareholder removal of a director, (2) eliminated a provision of the Charter which included supermajority vote requirements regarding business combinations with interested shareholders, (3) eliminated the supermajority vote requirement, and provided that the vote required is a majority of outstanding shares, for shareholder approval of certain amendments to the Charter, any amendments to the Company’s Amended and Restated Bylaws or the adoption of any new bylaws, and eliminated an exception to the required vote, and (4) lowered the minimum share ownership threshold for shareholders to call a special meeting of shareholders from a majority to 20% of outstanding shares. On May 21, 2015, the Company filed Articles of Amendment to the Company's Charter (Articles of Amendment) with the Department of State of the State of Florida implementing the Charter amendments. On May 22, 2015, the Company's Board of Directors (Board) approved Restated Articles of Incorporation of the Company (Restated Articles) reflecting the Charter amendments and the Company filed such Restated Articles with the Department of State of the State of Florida. See Item 5.03(a) of this Current Report for a description of amendments (Bylaw Amendments) to the Company's Amended and Restated Bylaws (Bylaws).

The foregoing description of the Charter amendments and the description of the Bylaw Amendments in Item 5.03(a) of this Current Report, which is incorporated by reference in this Item 3.03(a), are qualified in all respects by reference to the text of the amendments to the Charter set forth in Proposals 4 through 8 of the Proxy Statement, and to the text of the Articles of Amendment, the Restated Articles and the Bylaws, copies of which are filed as Exhibits 3(i)(a) and 3(i)(b) and Exhibit 3(ii) to this Current Report and incorporated by reference in this Item 3.03(a).


SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)
On May 22, 2015, the Board adopted the Bylaw Amendments, effective on the adoption date, and adopted the Bylaws reflecting the Bylaw Amendments. Consistent with the approval by the Company's shareholders at the 2015 Annual Meeting of certain amendments to the Charter as reported under Item 5.07 and described in Item 3.03(a) of this Current Report, the Bylaw Amendments:

(1)
eliminated the supermajority vote requirement and the “for cause” requirement for shareholder removal of a director;
(2)
eliminated the supermajority vote requirement, and provided that the vote required is a majority of outstanding shares, for shareholder approval of amendments to the Bylaws or the adoption of any new bylaws; and
(3)
lowered the minimum share ownership threshold for shareholders to call a special meeting of shareholders from a majority to 20% of outstanding shares.

The foregoing description of the Bylaw Amendments is qualified in all respects by reference to the text of the Bylaws, a copy of which is filed as Exhibit 3(ii) to this Current Report and incorporated by reference in this Item 5.03(a).


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Item 5.07  Submission of Matters to a Vote of Security Holders

(a)
The Company held the 2015 Annual Meeting on May 21, 2015 in Colorado Springs, Colorado. At the 2015 Annual Meeting, the Company's shareholders approved eight proposals and did not approve two shareholder proposals. The proposals are described in detail in the Proxy Statement.

(b)
The final voting results with respect to each proposal voted upon at the 2015 Annual Meeting are set forth below.

Proposal 1

The Company's shareholders elected each of the thirteen nominees to the Board for a one-year term by a majority of the votes cast, as set forth below:

 
 
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
Sherry S. Barrat
 
306,085,865

 
97.7%
 
7,133,791

 
981,080

 
63,060,515

Robert M. Beall, II
 
308,362,783

 
98.4%
 
4,866,704

 
971,249

 
63,060,515

James L. Camaren
 
306,833,494

 
98.0%
 
6,377,055

 
990,187

 
63,060,515

Kenneth B. Dunn
 
312,029,488

 
99.6%
 
1,210,248

 
961,000

 
63,060,515

Naren K. Gursahaney
 
311,926,530

 
99.6%
 
1,268,449

 
1,005,757

 
63,060,515

Kirk S. Hachigian
 
311,563,254

 
99.5%
 
1,653,576

 
983,906

 
63,060,515

Toni Jennings
 
310,696,771

 
99.2%
 
2,536,868

 
967,097

 
63,060,515

Amy B. Lane
 
311,116,970

 
99.3%
 
2,111,361

 
972,405

 
63,060,515

James L. Robo
 
307,437,804

 
98.3%
 
5,258,581

 
1,504,351

 
63,060,515

Rudy E. Schupp
 
308,362,192

 
98.4%
 
4,861,380

 
977,164

 
63,060,515

John L. Skolds
 
312,094,829

 
99.6%
 
1,127,633

 
978,274

 
63,060,515

William H. Swanson
 
309,707,174

 
98.9%
 
3,508,892

 
984,670

 
63,060,515

Hansel E. Tookes, II
 
310,494,019

 
99.1%
 
2,717,363

 
989,354

 
63,060,515


Proposal 2

The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2015, as set forth below:
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
372,788,226
 
99.1%
 
3,412,095
 
1,060,930
 
_


Proposal 3

The Company's shareholders approved, by non-binding advisory vote, the Company's compensation of its named executive officers as disclosed in the Proxy Statement, as set forth below:
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
304,407,715
 
97.5%
 
7,878,590
 
1,914,431
 
63,060,515





3


Proposal 4

The Company's shareholders approved an amendment to Article IV of the Charter to eliminate the supermajority vote requirement for shareholder removal of a director, as set forth below:
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
308,032,623
 
98.5%
 
4,801,195
 
1,366,918
 
63,060,515


Proposal 5

The Company's shareholders approved an amendment to eliminate Article VI of the Charter, which includes supermajority vote requirements regarding business combinations with interested shareholders, as set forth below:
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
308,955,868
 
98.8%
 
3,703,080
 
1,541,788
 
63,060,515


Proposal 6

The Company's shareholders approved an amendment to Article VII of the Charter to eliminate the supermajority vote requirement, and provide that the vote required is a majority of outstanding shares, for shareholder approval of certain amendments to the Charter, any amendments to the Bylaws or the adoption of any new bylaws, and eliminate an exception to the required vote, as set forth below:
FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
307,672,702
 
98.4%
 
5,022,105
 
1,505,929
 
63,060,515

Proposal 7

The Company's shareholders approved an amendment to Article IV of the Charter to eliminate the “for cause” requirement for shareholder removal of a director, as set forth below:

FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
305,146,277
 
97.6%
 
7,567,251
 
1,487,208
 
63,060,515


Proposal 8

The Company's shareholders approved an amendment to Article V of the Charter to lower the minimum share ownership threshold for shareholders to call a special meeting of shareholders from a majority to 20% of outstanding shares, as set forth below:

FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
194,587,788
 
62.2%
 
118,160,694
 
1,452,254
 
63,060,515

4




Proposal 9

The Company's shareholders did not approve a non-binding shareholder proposal relating to political contribution disclosure to require a semiannual report disclosing political contribution policies and expenditures, as set forth below:

FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
118,091,103
 
39.6%
 
180,332,189
 
15,777,444
 
63,060,515


Proposal 10

The Company's shareholders did not approve a non-binding shareholder proposal to reduce the threshold for shareholders to call a special meeting of shareholders to 10% of outstanding shares, as set forth below:

FOR
 
%
VOTES
CAST
FOR
 
AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
125,256,463
 
40.1%
 
186,943,791
 
2,000,482
 
63,060,515


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits
 
(d)        Exhibits
 
 
Exhibit
Number
 
Description
 
 
 
 
 
3(i)(a)
 
Articles of Amendment to the Restated Articles of Incorporation of NextEra Energy, Inc. filed May 21, 2015
 
3(i)(b)
 
Restated Articles of Incorporation of NextEra Energy, Inc. filed May 22, 2015
 
3(ii)
 
Amended and Restated Bylaws of NextEra Energy, Inc. effective May 22, 2015



SIGNATURES

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 thereunto duly authorized.

NextEra Energy, Inc.
(Registrant)

Date:  May 28, 2015


 
CHARLES E. SIEVING
 
 
Charles E. Sieving
Executive Vice President & General Counsel
 


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