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SJI > SEC Filings for SJI > Form 8-K on 23-Apr-2012All Recent SEC Filings

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Form 8-K for SOUTH JERSEY INDUSTRIES INC


23-Apr-2012

Change in Directors or Principal Officers, Amendments to Articles of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers The board of directors of South Jersey Industries, Inc. ("SJI") amended SJI's bylaws (Article II, Section 2.1) to increase the size of its board of directors from 9 to 10 members at its April 20, 2012 board meeting. The members of SJI's board then elected Sarah M. Barpoulis and Frank L. Sims to SJI's board. Barpoulis and Sims were also elected to the boards of South Jersey Energy Solutions and South Jersey Gas, respectively. Both will serve on SJI's Audit Committee. In addition, Barpoulis will serve on the Governance Committee and Sims will serve on the Compensation Committee.
The press release announcing the election attached hereto as Exhibit 99.1, and the amended SJI bylaws, attached hereto as Exhibit 3.2, are hereby incorporated by reference.



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

The board of directors of South Jersey Industries, Inc. ("SJI") amended SJI's bylaws (Article II, Section 2.1) to increase the size of the board of directors from 9 to 10 members at its April 20, 2012 board meeting. A copy of amended bylaws are attached hereto as Exhibit 3.2 and are hereby incorporated by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on April 20, 2012. The proposals voted upon at the annual meeting, as well as the voting results for each proposal, including the numbers of votes cast for, against or withheld, and the number of abstentions and broker non-votes, are set forth below.

• Proposal 1: Election of Board of Director's eight nominees, all with terms expiring in 2012. With the exception of Director Holzer, all nominees were previously elected by the shareholders. Directors (term expiring 2013) were elected as follows:

                            For       Withheld    Broker Non-Vote
Thomas A. Bracken        21,911,316    193,145        78,466
Keith S. Campbell        20,992,929   1,111,532       996,853
Victor A. Fortkiewicz    21,921,328    183,133        68,454
Edward J. Graham         20,746,901   1,357,560      1,242,881
Sheila Hartnett-Devlin   21,003,560   1,100,901       986,222
Walter M. Higgins III    21,914,987    189,474        74,795
Sunita Holzer            21,918,263    186,198        71,519
Joseph H. Petrowski      21,926,744    177,717        63,038

• Proposal 2: Advisory vote on the Company's executive compensation. The shareholders approved this proposal.

Votes For Votes Against Abstentions Broker Non-Votes 21,063,475 745,235 295,752 8,145,543

• Proposal 3: Approval of the Executive Management Incentive Compensation Plan. The shareholders approved this proposal.

Votes For Votes Against Abstentions Broker Non-Votes 19,792,037 1,967,044 345,380 8,145,543


• Proposal 4: Approval of the South Jersey Industries, Inc. 1997 Stock-based Compensation Plan. The shareholders approved this proposal.

Votes For Votes Against Abstentions Broker Non-Votes 20,800,785 972,183 331,494 8,145,543

• Proposal 5: The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 2012. The shareholders approved this proposal.

Votes For Votes Against Abstentions Broker Non-Votes 25,716,056 1,153,634 99,147 3,281,167



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press release dated April 23, 2012
3.2 Bylaws of South Jersey Industries, Inc. as amended and restated through April 20, 2012

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