8-KShareholder MattersOther EventsExhibits & Filings

EVERSOURCE ENERGY 8-K Report, Shareholder Vote Results (Mar 4, 2011)

Filed March 4, 2011For Securities:ES

Summary

Northeast Utilities (now Eversource Energy) held a special shareholder meeting on March 4, 2011, to vote on key proposals related to its merger with NSTAR. The primary focus for investors is the overwhelming approval of the merger agreement, which paves the way for the combination of the two utility companies. Shareholders overwhelmingly voted in favor of adopting the merger agreement and issuing Northeast Utilities common shares to NSTAR shareholders, indicating strong support for the strategic transaction. In addition to approving the merger, shareholders also voted to increase the number of authorized common shares for issuance and to fix the size of the Board of Trustees at 14. The strong shareholder support across all three proposals is a positive signal for the completion of the NSTAR merger, which is expected to create a larger, more diversified energy company. The company also announced that an adjournment proposal was deemed unnecessary due to sufficient votes for the primary proposals.

Key Highlights

  • 1Northeast Utilities shareholders overwhelmingly approved the merger agreement with NSTAR on March 4, 2011.
  • 2The merger approval allows for the issuance of Northeast Utilities common shares to NSTAR shareholders.
  • 3Shareholders also approved an increase in the number of authorized common shares for issuance.
  • 4The size of the Northeast Utilities Board of Trustees was approved to be fixed at 14 members.
  • 5The results indicate strong shareholder support for the strategic combination with NSTAR.
  • 6An adjournment proposal was not needed due to sufficient votes for the primary merger-related proposals.
  • 7The filing incorporates a news release dated March 4, 2011, announcing the special meeting results.

Frequently Asked Questions

The main purpose of the special shareholder meeting was for Northeast Utilities' shareholders to vote on the proposed merger agreement with NSTAR, as well as related proposals concerning share issuance and board size.

Yes, shareholders of Northeast Utilities voted overwhelmingly to adopt the merger agreement and approve the merger with NSTAR.

Shareholders also voted on and approved proposals to increase the number of authorized common shares for issuance and to fix the number of trustees on the Northeast Utilities board at 14.

No, there were no broker non-votes recorded for these proposals because they were considered non-discretionary matters.