ITC Itc Holdings Corp.

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

A special meeting (the “ Special Meeting ” ) of the shareholders of ITC Holdings Corp. ( “ ITC ” ) was convened at 9:00 a.m., Eastern Time, on June 22, 2016 to consider and vote upon (i) a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 9, 2016 (as amended or modified from time to time, the “Merger Agreement”), among ITC, FortisUS Inc., Element Acquisition Sub Inc. and Fortis Inc. (the “Merger Proposal”), (ii) a proposal to approve, by non-binding advisory vote, compensation arrangements that will or may be paid by ITC to its named executive officers in connection with the merger contemplated by the Merger Agreement (the “Merger-Related Executive Compensation Proposal”) and (iii) a proposal to adjourn the Special Meeting if necessary or appropriate to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the Merger Proposal (the “Adjournment Proposal”).

There were 152,901,223 shares entitled to vote at the meeting and a total of 107,572,386 shares were represented at the meeting either in person or by proxy. For each of the foregoing proposals, a quorum was present for the purpose of the vote. ITC’s shareholders approved and adopted the Merger Proposal and approved each of the Merger-Related Executive Compensation Proposal and the Adjournment Proposal.  The following is a summary of the voting results for each proposal.