Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
WGL > SEC Filings for WGL > Form 8-K on 13-Mar-2013All Recent SEC Filings

Show all filings for WGL HOLDINGS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for WGL HOLDINGS INC


13-Mar-2013

Change in Directors or Principal Officers, Amendments to Articles of Inc. or Byl


ITEM 5.02: DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

5.02(d):

On March 7, 2013, the boards of directors of WGL Holdings, Inc. (WGL Holdings) and its wholly-owned subsidiary, Washington Gas Light Company (Washington Gas), elected Ms. Linda Gooden to serve on the companies' respective boards as a director beginning on April 1, 2013 until the next succeeding annual meeting of shareholders, or until her successor may be duly qualified and elected. WGL Holdings and Washington Gas are referred to collectively below in this Current Report as the "Companies."

The Companies have not entered into any transactions with Ms. Gooden identified in Item 404(a) of Regulation S-K and she will not be employed by the Companies. Further, Ms. Gooden was not elected pursuant to an arrangement or understanding between her and any other person. Also, Ms. Gooden has not yet been named to any board committees of the Companies.

Ms. Gooden will receive compensation for her service as a director (e.g., attending meetings and educational seminars) in accordance with the director compensation program of the Companies which includes the WGL Holdings Directors' Stock Compensation Plan (the "Plan"). Pursuant to the Plan, each director annually receives an amount of WGL Holdings common stock equal to $85,000 in value. Under the Plan, on April 1, 2013, Ms. Gooden will receive an award of WGL Holdings common stock equal to $63,750 in value as part of her compensation as a director for calendar year 2013. The amount of stock awarded will be determined using the closing price of WGL Holdings common stock on April 1, 2013.

A detailed description of the Companies' director compensation program can be found in the WGL Holdings, Inc. proxy statement filed on Schedule 14A with the Securities and Exchange Commission on January 24, 2013.



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

The Board of Directors of WGL Holdings amended the Bylaws of WGL Holdings at a meeting of the Board of Directors held on March 7, 2013. The amendments, among other things, clarify and/or revise provisions related to: the process by which shareholders may nominate directors or propose matters to be brought before shareholder meetings; the content and manner of notice for shareholder meetings and the conduct of such meetings (including adjournments); and the process and requirements for amending the Bylaws. The amendments also make a number of other clarifying and conforming changes to various provisions of the Bylaws. The amendments will be effective April 1, 2013.

The Board of Directors of Washington Gas amended the Bylaws of Washington Gas at a meeting of the Board of Directors held on March 7, 2013. The amendments increase the size of the Washington Gas Board of Directors from eight to nine persons. The amendments also, among other things, clarify and/or revise provisions related to: the process by which shareholders may nominate directors or propose matters to be brought before shareholder meetings; director vacancies; the content and manner of notice for shareholder meetings and the conduct of such meetings (including adjournments); and the process and requirements for amending the Bylaws. The amendments also make a number of other clarifying and conforming changes to various provisions of the Bylaws. The amendments will be effective April 1, 2013.


The foregoing descriptions are qualified in their entirety by reference to the full text of the Bylaws of WGL Holdings and Washington Gas, each as amended, copies of which are attached to this report as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.



ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meetings of Shareholders of WGL Holdings, Inc. and Washington Gas Light Company were held on March 7, 2013.

WGL Holdings, Inc.

At the WGL Holdings, Inc. 2013 Annual Meeting held on March 7, 2013, of the 51,666,837 shares outstanding and entitled to vote, 43,462,261 were represented, constituting an 84.12% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1: All of the board's nominees for director were elected to the Board of
Directors of WGL Holdings, Inc. to serve until the company's 2014 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee For Against Withheld Abstain Broker Non-Votes

Michael Barnes 31,690,207 0 1,176,813 0 10,595,241 George P. Clancy, Jr. 31,722,413 0 1,144,607 0 10,595,241 James W. Dyke, Jr. 32,650,578 0 216,442 0 10,595,241 Melvyn J. Estrin 31,680,894 0 1,186,126 0 10,595,241 Nancy C. Floyd 32,696,959 0 170,061 0 10,595,241 James F. Lafond 32,669,109 0 197,911 0 10,595,241 Debra L. Lee 31,700,545 0 1,166,475 0 10,595,241 Terry D. McCallister 31,294,959 0 1,572,061 0 10,595,241

Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the
compensation of certain executive officers, by the votes set forth below:

For Against Abstain Broker Non-Votes

31,080,816 1,186,371 599,833 10,595,241

Item No. 3: The appointment of Deloitte & Touche LLP as the company's independent
            registered public accounting firm for fiscal 2013 was ratified by the
            shareowners, by the votes set forth below:




                    For        Against    Abstain   Broker Non-Votes

                 41,817,993   1,414,739   229,529          0


--------------------------------------------------------------------------------
Washington Gas Light Company

At the Washington Gas Light Company 2013 Annual Meeting held on March 7, 2013, of the 46,760,136 shares outstanding and entitled to vote, 46,479,536 were represented, constituting a 99% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1: All of the board's nominees for director were elected to the Board of
Directors of Washington Gas Light Company to serve until the company's 2014 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee For Against Withheld Abstain Broker Non-Votes

Michael Barnes 46,479,536 0 0 0 0 George P. Clancy, Jr. 46,479,536 0 0 0 0 James W. Dyke, Jr. 46,479,536 0 0 0 0 Melvyn J. Estrin 46,479,536 0 0 0 0 Nancy C. Floyd 46,479,536 0 0 0 0 James F. Lafond 46,479,536 0 0 0 0 Debra L. Lee 46,479,536 0 0 0 0 Terry D. McCallister 46,479,536 0 0 0 0

Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the
compensation of certain executive officers, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes

46,479,536 0 0 0

Item No. 3: The appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for fiscal 2013 was ratified by the shareowners, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes

46,479,536 0 0 0



Item 8.01 Other Events.

On March 8, 2013, WGL Holdings and Washington Gas issued a press release related to the election of Ms. Linda Gooden to the boards of directors of the companies. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Bylaws of WGL Holdings, Inc., effective April 1, 2013

3.2 Bylaws of Washington Gas Light Company, effective April 1, 2013

99.1 Press Release dated March 8, 2013


  Add WGL to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for WGL - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.