8-KShareholder Matters

Targa Resources Corp. 8-K Report, Shareholder Vote Results (May 27, 2011)

Filed May 27, 2011For Securities:TRGP

Summary

This 8-K filing from Targa Resources Corp. (TRGP), dated May 27, 2011, reports the final voting results from its 2011 Annual Meeting of Stockholders held on May 25, 2011. The key outcomes include the re-election of two Class I Directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2011, and approval of executive compensation on an advisory basis. Additionally, stockholders voted to hold future advisory votes on executive compensation every three years. The overwhelming support for director re-elections, auditor ratification, and executive compensation suggests shareholder confidence in the current leadership and financial oversight. The adoption of triennial say-on-pay votes indicates a preference for less frequent advisory reviews of executive pay.

Key Highlights

  • 1Two Class I Directors, Charles R. Crisp and James W. Whalen, were re-elected with substantial 'Votes For' and minimal 'Votes Withheld'.
  • 2PricewaterhouseCoopers LLP was overwhelmingly ratified as the independent registered public accounting firm for 2011, with 40,467,079 votes for and only 16,412 against.
  • 3The "say-on-pay" proposal, an advisory vote to approve executive officer compensation, received strong shareholder support.
  • 4Shareholders voted in favor of holding future advisory votes on executive compensation on a triennial (every three years) basis.
  • 5Broker non-votes were a consistent factor across all proposals, indicating shares held in "street name" where the beneficial owner did not provide voting instructions.

Frequently Asked Questions

The main outcomes included the re-election of two Class I Directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and shareholder approval for executive compensation on an advisory basis. Shareholders also approved conducting future advisory votes on executive compensation every three years.

The voting results indicate strong shareholder support for all proposals. Director re-elections, auditor ratification, and executive compensation all received a very high percentage of 'Votes For', with minimal 'Votes Against' or 'Abstentions'.

'Broker Non-Votes' represent shares held in 'street name' (by a broker or bank on behalf of the beneficial owner) where the broker has not received voting instructions from the beneficial owner. These votes do not count for or against a proposal but are considered in determining the total number of shares outstanding for quorum purposes.

The vote to hold future advisory votes on executive compensation every three years indicates that shareholders prefer a less frequent review cycle, suggesting they are comfortable with the company's current approach to executive pay and wish to reduce the administrative burden or perceived necessity of annual votes.