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): February 1, 2017
 
 
 
 
 
 
 
 
Commission
File Number
  
Exact name of registrant as specified in its charter
and principal office address and telephone number
  
State of Incorporation
  
I.R.S.
Employer
Identification
No.
1-16163
  
WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
  
Virginia
  
52-2210912
0-49807
  
Washington Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
  
District of
Columbia
and Virginia
  
53-0162882
Former name or former address, if changed since last report: None
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:
 
[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 






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

                        





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
WGL Holdings, Inc.
and
Washington Gas Light Company  
(Registrants)
 
 
 
Date: February 2, 2017
 
By:
 
/s/ William R. Ford
 
 
 
 
William R. Ford
 
 
 
 
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
 
 
 
 
 




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