8-KLeadership ChangesShareholder MattersCorporate Changes+1

DOMINION ENERGY, INC 8-K Report, Executive Changes (May 20, 2010)

Filed May 20, 2010For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K on May 20, 2010, detailing key corporate governance and executive compensation events. The most significant disclosure for investors is the supplemental retirement agreement entered into with Executive Vice President and CFO, Mark F. McGettrick. This agreement clarifies the terms of his retirement benefits, tying them to continued employment until November 14, 2012, and includes a two-year non-compete clause post-retirement, ensuring continuity and protection of company knowledge. Additionally, the filing reports on the outcomes of the Annual Shareholder Meeting held on May 18, 2010. Shareholders overwhelmingly approved several amendments to the company's Articles of Incorporation and Bylaws, including changes related to voting provisions, board size, and director removal. They also ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2010. Conversely, shareholder proposals concerning renewable energy generation targets, the rejection of a new nuclear reactor at North Anna, and an advisory vote on executive compensation were all voted down by a significant margin, indicating shareholder sentiment on these specific initiatives.

Key Highlights

  • 1Supplemental retirement agreement finalized with EVP & CFO Mark F. McGettrick, contingent on employment until November 14, 2012, and including a two-year post-retirement non-compete clause.
  • 2All director nominees were re-elected at the May 18, 2010 Annual Shareholder Meeting.
  • 3Shareholders approved several amendments to Dominion's Articles of Incorporation and Bylaws, focusing on governance aspects like voting provisions and board size.
  • 4Deloitte & Touche LLP was ratified as the company's independent auditor for 2010.
  • 5Shareholder proposals related to achieving 20% renewable electricity generation by 2022, rejecting a new nuclear reactor, and an advisory vote on executive compensation were all defeated.
  • 6Obsolete Articles of Amendment establishing Series A Preferred Stock, previously retired in 2004, were formally removed from the Articles of Incorporation.

Frequently Asked Questions

The agreement clarifies the terms of Mr. McGettrick's retirement benefits, making them contingent on his continued employment as an officer until November 14, 2012. Crucially, it includes a two-year non-compete clause, which is designed to prevent him from working for competitors after retirement and retain his valuable knowledge within Dominion.

Shareholders overwhelmingly approved amendments to the company's Articles of Incorporation and Bylaws, impacting corporate governance. They also ratified the appointment of Deloitte & Touche LLP as the independent auditor. Importantly, shareholder proposals on renewable energy targets, a new nuclear reactor, and executive compensation were all rejected.

Yes, the company removed obsolete Articles of Amendment related to Series A Preferred Stock. This stock was originally issued in 2001 and its outstanding shares were retired in 2004, making the original establishment articles no longer necessary.

The voting results indicate a lack of shareholder support for the specific proposals presented. A shareholder proposal to achieve 20% renewable electricity generation by 2022 and another urging the rejection of plans for a new nuclear reactor at North Anna were both voted down by substantial margins.