8-KShareholder Matters

EVERSOURCE ENERGY 8-K Report, Shareholder Vote Results (May 13, 2011)

Filed May 13, 2011For Securities:ES

Summary

This Form 8-K reports on the outcome of Northeast Utilities' (now Eversource Energy) Annual Meeting of Shareholders held on May 10, 2011. The primary focus is on the voting results for key corporate governance matters, including the election of trustees, an advisory vote on executive compensation, and the ratification of the independent auditor. The meeting confirmed the election of all eleven trustee nominees and overwhelmingly ratified the appointment of Deloitte & Touche LLP as the company's independent auditors for 2011. A significant outcome was the shareholder vote determining the frequency of future advisory votes on executive compensation. Shareholders strongly supported holding an annual advisory vote on executive compensation, with 65.97% of the votes cast in favor of a one-year frequency. Consequently, the Board of Trustees has committed to including this advisory vote annually in its proxy materials, with the next advisory vote on the frequency itself to occur no later than the 2017 Annual Meeting. This decision reflects shareholder preference for direct input on executive pay matters.

Key Highlights

  • 1Northeast Utilities held its Annual Meeting of Shareholders on May 10, 2011.
  • 2All eleven nominated Trustees were elected for one-year terms with a majority of outstanding shares voting in favor.
  • 3Shareholders provided an advisory vote on executive compensation, with 97.20% voting in favor and only 2.80% voting against.
  • 4A strong majority (65.97%) of shareholders voted to hold an advisory vote on executive compensation every year.
  • 5The Board of Trustees has committed to holding an annual advisory vote on executive compensation until the next frequency vote in 2017.
  • 6Deloitte & Touche LLP was ratified as the company's independent auditor for 2011 with overwhelming shareholder support.

Frequently Asked Questions

The main topics voted on included the election of the eleven nominees for the Board of Trustees, an advisory vote on executive compensation, the frequency of future advisory votes on executive compensation, and the ratification of Deloitte & Touche LLP as the independent auditors for 2011.

Shareholders overwhelmingly approved the executive compensation on an advisory basis, with 97.20% of the votes cast in favor and only 2.80% against. This indicates strong shareholder confidence in the company's executive pay practices at that time.

Following the shareholder vote, the Board of Trustees has decided to hold an annual advisory vote on executive compensation. This will continue until the next advisory vote on the frequency of such votes, which is scheduled to occur no later than the 2017 Annual Meeting of Shareholders.

Yes, there were 12,994,559 broker non-votes reported for each of the proposals. Broker non-votes occur when a broker holding shares in 'street name' does not vote those shares on a particular proposal because they did not receive instructions from the beneficial owner.