Current Report Filing (8-k)
June 23 2017 - 3:54PM
Edgar (US Regulatory)
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): June 23, 2017 (June 22, 2017)
Avangrid, Inc.
(Exact
name of registrant as specified in its charter)
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New York
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001-37660
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14-1798693
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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157 Church Street
New Haven, Connecticut
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06506
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(Address of principal executive offices)
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(Zip Code)
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(207) 688-6000
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ☐
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2017 annual meeting of shareholders (the Annual Meeting), the shareholders of Avangrid, Inc. (the Corporation)
voted to approve amendments to the Corporations by-laws (the By-Laws) to (i) implement a majority voting standard for the election of directors in uncontested elections, (ii) increase the minimum number of directors on
the Board that qualify as independent directors (as defined in the By-Laws), from three (3) to five (5), and (iii) make certain other immaterial changes for the purposes of clarity. The amendments to the By-Laws were approved
by the Board of Directors (the Board) on March 16, 2017.
A brief summary of the amendments to the By-Laws is included
under Proposal 4: To Approve an Amendment to Avangrids By-Laws to Implement a Majority Voting Standard in Director Elections and Proposal 5: To Approve an Amendment to Avangrids By-Laws to Increase the Minimum Number of
Independent Directors on the Board in the Corporations 2017 Proxy Statement, which was filed with the Securities and Exchange Commission on April 28, 2017 (the Corporations Proxy Statement). Such summary is
qualified in its entirety by reference to the By-Laws, a copy of which was filed as Annex A to the Corporations 2017 Proxy Statement and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 22, 2017. The record date for the Annual Meeting was April 24, 2017, and as of the record date
the Corporation had 309,555,101 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 304,958,526 shares of common stock were represented in person or by proxy.
The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
Proposal 1 Election of Directors.
Each of the director nominees was elected to serve until the next annual meeting of
shareholders, and until their successors are duly elected and qualified, by the votes set forth below:
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Nominee
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For
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Withhold
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Broker Non-Votes
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Ignacio Sánchez Galán
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276,297,656
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19,874,049
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8,786,821
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John E. Baldacci
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283,971,115
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12,200,590
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8,786,821
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Pedro Azagra Blázquez
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283,867,385
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12,304,320
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8,786,821
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Felipe de Jesús Calderón Hinojosa
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294,941,114
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1,230,591
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8,786,821
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Arnold L. Chase
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283,997,811
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12,173,894
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8,786,821
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Alfredo Elías Ayub
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294,088,856
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2,082,849
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8,786,821
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Carol L. Folt
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295,045,589
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1,126,116
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8,786,821
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John L. Lahey
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294,385,657
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1,786,048
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8,786,821
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Santiago Martinez Garrido
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283,873,733
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12,297,972
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8,786,821
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Juan Carlos Rebollo Liceaga
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283,862,113
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12,309,592
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8,786,821
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José Sainz Armada
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283,876,021
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12,295,684
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8,786,821
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Alan D. Solomont
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295,048,788
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1,122,917
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8,786,821
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Elizabeth Timm
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295,077,441
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1,094,264
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8,786,821
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James P. Torgerson
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284,630,509
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11,541,196
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8,786,821
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Proposal 2 Ratification of Independent Auditors.
The appointment of KPMG US, LLP as the
Corporations independent registered public accounting firm for the fiscal year ending December 31, 2017, was ratified, by the votes set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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304,513,782
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150,398
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294,355
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0
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2
Proposal 3 Advisory Vote on Executive Compensation.
The compensation of the
Corporations named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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294,283,830
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1,506,053
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381,822
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8,786,821
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Proposal 4 Amendment to the By-Laws to Implement a Majority Voting Standard in the Election of
Directors in Uncontested Elections.
The amendment of the By-Laws to implement a majority voting standard for the election of directors in uncontested elections was approved by the votes set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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295,500,883
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369,323
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301,499
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8,786,821
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Proposal 5 Amendment to the By-Laws to Increase the Minimum Number of Independent Directors on the
Board.
The amendment of the By-Laws to increase the minimum number of directors on the Board of directors that qualify as independent directors from three (3) to five (5) and to make certain other immaterial changes for the purposes of
clarity was approved by the votes set forth below:
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For
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Against
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Abstain
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Broker Non-Votes
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295,453,595
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455,421
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262,689
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8,786,821
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3
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.
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AVANGRID, INC.
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By:
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/s/ R. Scott Mahoney
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Name:
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R. Scott Mahoney
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Title:
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Senior Vice President General Counsel and Secretary; Chief Compliance Officer
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Dated: June 23, 2017
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