8-KRegulation FDExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Regulation FD Disclosure (May 7, 2020)

Filed May 7, 2020For Securities:D

Summary

Dominion Energy, Inc. (D) filed an 8-K report detailing the outcomes of its Annual Meeting of Shareholders held on May 6, 2020. The primary focus of the filing is the voting results on key corporate governance matters. All nominated directors for the upcoming year were overwhelmingly elected, indicating shareholder confidence in the current leadership. Additionally, shareholders ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2020 with substantial support. Of particular interest to investors, the "say on pay" advisory vote on executive compensation received majority approval, though with a notable percentage of opposition. However, two significant shareholder proposals—one requesting an independent Board Chair and another seeking to permit shareholders the right to act by written consent—failed to gain majority support. These results provide insights into shareholder sentiment regarding governance structures and executive compensation practices at Dominion Energy.

Key Highlights

  • 1All director nominees presented at the Annual Meeting were elected to the Board.
  • 2Shareholders ratified the appointment of Deloitte & Touche LLP as the independent auditor for 2020.
  • 3An advisory vote on the approval of executive compensation ("say on pay") received majority approval.
  • 4A shareholder proposal to require an independent Board Chair was not approved.
  • 5A shareholder proposal to permit shareholders the right to act by written consent was not approved.
  • 6The voting results show a significant number of broker non-votes across all proposals, which is typical for such meetings.

Frequently Asked Questions

The main outcomes were the election of all director nominees, the ratification of Deloitte & Touche LLP as the independent auditor, and the approval of the "say on pay" advisory vote. Two shareholder proposals, one for an independent Board Chair and another for shareholder written consent rights, were not approved.

Shareholders approved the advisory vote on executive compensation with approximately 495 million "For" votes versus approximately 77 million "Against" votes. While this indicates overall approval, the significant "Against" vote suggests some shareholder dissatisfaction or concern regarding executive compensation practices.

These proposals did not receive a majority of the votes cast. The proposal for an independent Board Chair received approximately 253 million "For" votes compared to about 290 million "Against" votes. The proposal for written consent received approximately 178 million "For" votes against roughly 392 million "Against" votes. The results indicate that a majority of voting shareholders did not support these changes at this time.

A 'Broker Non-Vote' occurs when a broker holding shares in 'street name' for a beneficial owner has not received voting instructions from the owner for a particular proposal. For routine matters, brokers can vote these shares. However, for non-routine matters, like director elections or executive compensation, brokers typically cannot vote these shares without instructions. These non-votes are counted for quorum purposes but do not count for or against a proposal's passage.