UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 25, 2017
Commission | Registrant, State of Incorporation, | I.R.S. Employer |
File Number | Address and Telephone Number | Identification No. |
1-8809 | SCANA Corporation (a South Carolina corporation) | 57-0784499 |
100 SCANA Parkway, Cayce, South Carolina 29033 | ||
(803) 217-9000 | ||
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:
q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company p
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. p
Explanatory Note
On April 28, 2017, we filed a Current Report on Form 8-K (the "Original Filing") to report on Item 5.02 the announcement of the retirement of Ronald T. Lindsay, Senior Vice President and General Counsel of SCANA Corporation and his compensatory arrangement and also to report on Item 5.07 the results of votes taken by holders of our common stock at our annual meeting of shareholders held on April 27, 2017. This Amendment No. 1 amends the Original Filing of Item 5.07 to disclose our decision, in light of the shareholder advisory vote on the matter, as to how frequently we will include a shareholder advisory vote on the compensation of our named executive officers in our proxy materials until the next required shareholder advisory vote on such frequency is held.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At our annual meeting of shareholders held on April 27, 2017, the following matters were voted upon by the holders of our common stock.
1. The following directors were elected for terms expiring at our 2020 annual meeting of shareholders.
Nominee | Votes For | Authority Withheld | Broker Nonvotes | |||
John F.A.V. Cecil | 95,265,832 | 1,512,240 | 26,105,966 | |||
D. Maybank Hagood | 92,362,868 | 4,415,204 | 26,105,966 | |||
Alfredo Trujillo | 93,417,870 | 3,360,202 | 26,105,966 | |||
2. Advisory (non-binding) vote to approve the compensation of our named executive officers.
Votes For | 89,708,053 |
Votes Against | 5,862,619 |
Abstentions | 1,207,400 |
Broker Nonvotes | 26,105,966 |
3. | Advisory (non-binding) vote on the frequency of future advisory votes on the compensation of our named executive officers. |
One Year | 80,982,777 |
Two Years | 771,772 |
Three Years | 13,838,507 |
Abstentions | 1,185,016 |
Broker Nonvotes | 26,105,966 |
4. | The appointment of Deloitte & Touche LLP as our independent registered public accounting firm was approved. |
Votes For | 120,827,580 |
Votes Against | 1,595,238 |
Abstentions | 461,220 |
Broker Nonvotes | 0 |
5. | Amendments to our Articles of Incorporation to declassify the Board of Directors and provide for the annual election of all directors. This proposal did not receive the affirmative vote of at least 80% of all outstanding shares of our common stock, which outstanding shares totaled 142,916,917 as of the record date, as required by our Articles of Incorporation; therefore, such amendments were not adopted. |
Votes For | 93,761,097 |
Votes Against | 2,224,587 |
Abstentions | 792,388 |
Broker Nonvotes | 26,105,966 |
On August 3, 2017, our Board of Directors determined, consistent with the shareholders' advisory vote on the matter, to include a shareholder advisory vote regarding the compensation of our named executive officers in the proxy materials for our annual meeting of shareholders every year until the next required shareholder advisory vote on the frequency of such advisory votes is held.
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 hereunto duly authorized.
SCANA Corporation | |||
(Registrant) | |||
Date: August 3, 2017 | By: | /s/James E. Swan, IV | |
James E. Swan, IV | |||
Vice President and Controller | |||