Summary
Dominion Energy, Inc. (D) filed an 8-K on May 5, 2015, detailing the outcomes of its Annual Meeting of Shareholders held on May 6, 2015. The most significant corporate governance change approved was an amendment to the company's Bylaws, reducing the threshold for shareholders to call a special meeting from one-third to 25% of outstanding common stock. This move gives shareholders a lower hurdle to initiate special meetings, potentially increasing their influence on corporate actions. Additionally, the filing confirms the election of all ten director nominees for the upcoming year, with strong support from shareholders. The appointment of Deloitte & Touche LLP as the independent auditor for 2015 was also ratified overwhelmingly. The meeting also included a 'say on pay' advisory vote on executive compensation, which received majority shareholder approval, and the rejection of several shareholder proposals concerning issues such as acting by written consent, nuclear construction costs, methane emissions, sustainability in compensation, climate change financial risks, and greenhouse gas emissions targets.
Key Highlights
- 1Shareholders approved an amendment to Dominion's Bylaws to lower the requirement for calling a special meeting from one-third to 25% of outstanding common stock.
- 2All ten nominated directors were elected to the Board of Directors.
- 3Shareholders ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2015.
- 4An advisory vote on executive compensation ('say on pay') was approved by shareholders.
- 5Several shareholder proposals, including those on acting by written consent, nuclear construction, and climate change reporting, were not approved.
- 6The amended and restated Bylaws, effective May 6, 2015, are filed as an exhibit.