Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meetings of Shareholders of WGL Holdings, Inc. and Washington Gas Light Company were held on February 1, 2017.
WGL Holdings, Inc.
At the WGL Holdings, Inc. 2017 Annual Meeting held on February 1, 2017, of the 51,210,353 shares outstanding and entitled to vote, 45,506,525 were represented, constituting an 88.9% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
Item No. 1: All of the board’s nominees for director were elected to the Board of Directors of WGL Holdings, Inc. to serve until
the company’s 2018 Annual Meeting or until their respective successors are elected and qualified, by the votes set
forth in the table below:
|
|
|
|
|
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
Michael D. Barnes
|
35,788,977
|
988,740
|
8,731,808
|
George P. Clancy, Jr.
|
35,842,286
|
935,431
|
8,731,808
|
James W. Dyke, Jr.
|
35,858,640
|
919,077
|
8,731,808
|
Nancy C. Floyd
|
36,559,798
|
217,919
|
8,731,808
|
Linda R. Gooden
|
36,475,889
|
301,828
|
8,731,808
|
James F. Lafond
|
35,856,907
|
920,810
|
8,731,808
|
Debra L. Lee
|
35,770,776
|
1,006,941
|
8,731,808
|
Terry D. McCallister
|
35,661,168
|
1,116,549
|
8,731,808
|
Dale S. Rosenthal
|
36,527,329
|
250,388
|
8,731,808
|
Item No. 2:
The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the
votes set forth below:
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
35,462,987
|
934,511
|
380,219
|
8,731,808
|
The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
|
|
|
|
|
|
|
|
|
|
One-Year
|
|
Two-Year
|
|
Three-Year
|
|
|
|
|
Frequency Vote
|
|
Frequency Vote
|
|
Frequency Vote
|
|
Abstain
|
|
Broker Non-Votes
|
31,108,397
|
|
159,339
|
|
5,166,539
|
|
343,442
|
|
8,731,808
|
In accordance with the results of this vote, the Board of Directors of WGL Holdings, Inc. determined to implement an annual advisory vote on executive compensation.
Item No. 3:
The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal
2017 was ratified by the shareowners, by the votes set forth below:
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
44,272,468
|
1,062,919
|
174,138
|
0
|
Washington Gas Light Company
At the Washington Gas Light Company 2017 Annual Meeting held on February 1, 2017, of the 46,760,136 shares outstanding and entitled to vote, 46,479,536 were represented, constituting a 99% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:
Item No. 1: All of the board’s nominees for director were elected to the Board of Directors of Washington Gas Light Company to
serve until the company’s 2018 Annual Meeting or until their respective successors are elected and qualified, by the
votes set forth in the table below:
|
|
|
|
|
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
Michael D. Barnes
|
46,479,536
|
0
|
0
|
George P. Clancy, Jr.
|
46,479,536
|
0
|
0
|
James W. Dyke, Jr.
|
46,479,536
|
0
|
0
|
Nancy C. Floyd
|
46,479,536
|
0
|
0
|
Linda R. Gooden
|
46,479,536
|
0
|
0
|
James F. Lafond
|
46,479,536
|
0
|
0
|
Debra L. Lee
|
46,479,536
|
0
|
0
|
Terry D. McCallister
|
46,479,536
|
0
|
0
|
Dale S. Rosenthal
|
46,479,536
|
0
|
0
|
Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the
votes set forth in the table below:
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
46,479,536
|
0
|
0
|
0
|
The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below:
|
|
|
|
|
|
|
|
|
|
One-Year
|
|
Two-Year
|
|
Three-Year
|
|
|
|
|
Frequency Vote
|
|
Frequency Vote
|
|
Frequency Vote
|
|
Abstain
|
|
Broker Non-Votes
|
46,479,536
|
|
0
|
|
0
|
|
0
|
|
0
|
In accordance with the results of this vote, the Board of Directors of Washington Gas Light Company determined to implement an annual advisory vote on executive compensation.
Item No. 3: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal
2017 was ratified by the shareowners, by the votes set forth in the table below:
|
|
|
|
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
46,479,536
|
0
|
0
|
0
|