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NST > SEC Filings for NST > Form 8-K on 24-Sep-2009All Recent SEC Filings

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Form 8-K for NSTAR/MA


24-Sep-2009

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Cha


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2009, NSTAR Chairman, President and CEO Thomas J. May announced the appointment by the NSTAR Board of Trustees of James S. DiStasio to the NSTAR Board. Mr. DiStasio is a retired partner of Ernst & Young LLP, where he served for over 38 years, retiring in 2007 as the company's Senior Vice Chairman and Chief Operating Officer of the Americas.

Mr. DiStasio was appointed as a Class III Trustee with his term expiring at the Annual Meeting of Shareholders in 2011. Mr. DiStasio was also elected to NSTAR's Audit, Finance and Risk Management Committee and NSTAR's Executive Personnel Committee.

A press release is attached hereto as Exhibit 99.1.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On September 24, 2009, the NSTAR Board of Trustees voted to amend NSTAR's Bylaws by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation. The amended By-Laws of NSTAR are attached hereto as Exhibit 3.2.



Item 8.01. Other Events

On September 24, 2009, the NSTAR Board of Trustees voted to amend the NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation. The amended NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues are attached hereto as Exhibit 99.2



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number    Description of Exhibit
3.2       By-Laws of NSTAR as amended as of September 24, 2009.

99.1      Press Release dated September 24, 2009 and issued by the
          Registrant entitled "NSTAR Names New Trustee"

99.2      Amended NSTAR Board of Trustees Guidelines on Significant
          Corporate Governance Issues as of September 24, 2009

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