01—Abstract
Summary
Summary of the 8-K/A filed July 8, 2024. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to WEC Energy Group, Inc.'s Form 8-K, filed July 8, 2024, amends and restates Item 5.07 of the Original 8-K filed May 13, 2024, which reported the results of the company's 2024 Annual Meeting of Stockholders held May 9, 2024.
The amendment corrects vote tallies: approximately 24,020,000 shares were reclassified from abstentions to broker non-votes, and approximately 6,400 shares were reclassified from abstentions to "FOR" votes, for Proposals 1, 3 and 5. The filing states that these corrections do not change any voting outcomes. Stockholders elected all twelve director nominees for terms expiring in 2025, with each nominee receiving more votes for than against and abstentions.
Stockholders also ratified Deloitte & Touche LLP as independent auditors for 2024, approved the advisory vote on named executive officer compensation, approved an amendment to the Restated Articles of Incorporation to increase the number of authorized shares of common stock, and did not approve the stockholder proposal regarding a simple majority vote, which received 222,023,084 votes for and 10,090,335 against, with 13,896,379 abstentions and 31,086,397 broker non-votes. For investors, the amendment is administrative in nature: it refines the reported voting data without altering the substance of any shareholder decision.
The filing is signed by William J. Guc, Vice President and Controller, and should be read together with the Original 8-K.
02—Key points
Key Highlights
- Amendment No. 1 corrects Item 5.07 of the May 13, 2024 Original 8-K; approximately 24,020,000 shares were reclassified from abstentions to broker non-votes for Proposals 1, 3 and 5.
- Approximately 6,400 shares previously reported as abstentions were reclassified as "FOR" votes for Proposals 1, 3 and 5.
- All twelve director nominees were elected for terms expiring in 2025, including Gale E. Klappa, who received 234,364,928 votes for.
- Stockholders ratified Deloitte & Touche LLP as independent auditors for 2024 with 261,363,708 votes for and 14,420,224 against.
- Stockholders approved the advisory vote on named executive officer compensation with 227,650,545 votes for and 13,777,425 against.
- Stockholders approved an amendment to the Restated Articles of Incorporation to increase the number of authorized shares of common stock, with 259,712,891 votes for and 15,078,767 against.
- The stockholder proposal for a simple majority vote did not pass, with 222,023,084 votes for and 10,090,335 against, and 13,896,379 abstentions.
03—Questions
Frequently Asked Questions
Why was this 8-K amendment filed?
The filing states that Amendment No. 1 was filed to amend and restate Item 5.07 of the Original 8-K in its entirety, because approximately 24,020,000 broker non-votes and approximately 6,400 "FOR" votes had been incorrectly attributed to abstentions for Proposals 1, 3 and 5.
Did the corrected vote counts change any outcomes at the Annual Meeting?
No. The filing explicitly states that the updated voting results do not change any of the voting outcomes.
Which proposals were affected by the correction?
The corrections applied to Proposals 1 (election of twelve directors), 3 (advisory vote on named executive officer compensation) and 5 (stockholder proposal regarding a simple majority vote).
Was the stockholder proposal for a simple majority vote approved?
No. Proposal 5 received 222,023,084 shares voted for, 10,090,335 against, 13,896,379 abstained and 31,086,397 broker non-votes, as reported in the amended Item 5.07.
Who signed the amended filing?
The filing was signed on July 8, 2024 by William J. Guc, Vice President and Controller, on behalf of WEC Energy Group, Inc.
04—Continue