8-KShareholder MattersOther Events

EVERSOURCE ENERGY 8-K Report, Shareholder Vote Results (Nov 2, 2012)

Filed November 2, 2012For Securities:ES

Summary

This Form 8-K filed by Northeast Utilities on November 2, 2012, reports on the outcomes of its Annual Meeting of Shareholders held on October 31, 2012. The primary focus of the filing is the voting results on key corporate matters, including the election of trustees, advisory approval of executive compensation, re-approval of performance goals for an incentive plan, and ratification of the independent auditor. All proposals presented to shareholders passed with significant support. Of particular interest to investors is the overwhelming approval for the election of all 14 trustee nominees, demonstrating shareholder confidence in the current board. Additionally, shareholders provided strong advisory approval for the compensation of Named Executive Officers and re-approved the material terms of performance goals under the 2009 incentive plan, indicating alignment with the company's compensation strategies. The ratification of Deloitte & Touche LLP as the independent registered public accountants for 2012 also passed with broad support, reinforcing audit reliability. The filing also provides important deadlines for shareholder proposals for the 2013 Annual Meeting.

Key Highlights

  • 1All 14 trustee nominees were elected for a one-year term with a majority of outstanding common shares.
  • 2Shareholders approved, on an advisory basis, the compensation of the Company's 2011 Named Executive Officers with 95.77% of votes in favor.
  • 3The material terms of performance goals under the 2009 Northeast Utilities Incentive Plan were re-approved by shareholders with 96.46% of votes in favor.
  • 4Deloitte & Touche LLP was ratified as the independent registered public accountants for 2012 with substantial shareholder approval.
  • 5A quorum was established with 269,647,996.47 common shares represented at the meeting, out of 313,842,387 outstanding on the record date.
  • 6Deadlines for shareholder proposals for the 2013 Annual Meeting were announced, with submissions for inclusion in the proxy statement due by November 21, 2012, and other proposals due by February 5, 2013.

Frequently Asked Questions

The Annual Meeting saw the election of all 14 trustee nominees, advisory approval of executive compensation, re-approval of the incentive plan's performance goals, and ratification of Deloitte & Touche LLP as the independent auditor. All proposals received strong shareholder support.

While advisory, the vote on executive compensation (often called 'Say-on-Pay') indicates shareholder sentiment towards the company's compensation practices for its top executives. The overwhelming approval (95.77% for) suggests shareholders were largely in agreement with the compensation awarded in 2011.

Shareholders intending to submit proposals for inclusion in the company's 2013 proxy statement must do so by November 21, 2012. Proposals intended for consideration at the meeting but not for inclusion in the proxy statement must be received by February 5, 2013.

Over 269 million common shares were represented, which constituted a quorum. This means that enough shareholders participated, either in person or by proxy, to ensure that the business conducted at the meeting was valid and binding.