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ITC > SEC Filings for ITC > Form 8-K on 16-Apr-2013All Recent SEC Filings

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Form 8-K for ITC HOLDINGS CORP.


16-Apr-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial S


Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 16, 2013, ITC Holdings Corp. ("ITC") held a special meeting of its shareholders in connection with that certain Merger Agreement, dated December 4, 2011, among Entergy Corporation, Mid South TransCo LLC ("TransCo"), ITC and ITC Midsouth LLC ("Merger Sub"), as amended by Amendment No. 1 to the Merger Agreement, dated September 21, 2012, and by Amendment No. 2 to the Merger Agreement, dated January 28, 2013, (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into TransCo, with TransCo surviving as a wholly owned subsidiary of ITC (the "Merger"). At the special meeting, the following proposals were submitted to a vote of shareholders: (1) to approve the Merger Agreement (the "Merger Proposal"), (2) to approve an amendment to the Amended and Restated Articles of Incorporation of ITC to increase the number of authorized shares of ITC common stock from 100,000,000 to 300,000,000 (the "Amendment of Articles of Incorporation Proposal"), (3) to approve the issuance of ITC common stock pursuant to the Merger Agreement (the "Stock Issuance Proposal"), (4) to approve, by non-binding advisory vote, certain compensation arrangements for the ITC's named executive officers in connection with the Merger contemplated by the Merger Agreement (the "Merger-Related Executive Compensation Proposal") and (5) to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Proposal, the Amendment of Articles of Incorporation Proposal and the Stock Issuance Proposal (the "Adjournment Proposal").

Each of the foregoing proposals is described in detail in the definitive proxy statement/prospectus filed by ITC with the Securities and Exchange Commission on February 27, 2013.

There were 52,272,984 shares entitled to vote at the meeting and a total of 45,562,566 shares were represented at the meeting. For each of the foregoing proposals, a quorum was present for the purpose of the vote. ITC's shareholders approved each of the Merger Proposal, the Amendment of Articles of Incorporation Proposal, the Stock the Issuance Proposal, the Merger-Related Executive Compensation Proposal and the Adjournment Proposal. The following is a summary of the voting results for each proposal:

Proposal 1. - Merger Proposal

Votes For Votes Against Abstentions Broker Non-Votes 45,467,541 41,121 53,904 0

Proposal 2. - Amendment of Articles of Incorporation Proposal

Votes For Votes Against Abstentions Broker Non-Votes 45,307,481 213,872 41,213 0

Proposal 3. - Stock Issuance Proposal

Votes For Votes Against Abstentions Broker Non-Votes 45,424,427 98,066 40,073 0

Proposal 4. - Merger-Related Executive Compensation Proposal

Votes For Votes Against Abstentions Broker Non-Votes 23,490,337 17,435,267 4,636,961 0

Proposal 5. - Adjournment Proposal

Votes For Votes Against Abstentions Broker Non-Votes 43,951,740 1,499,669 111,157 0



Item 8.01. Other Events.

On April 16, 2013, ITC issued a press release announcing the results of its special meeting of shareholders held on April 16, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

99.1 ITC Holdings Corp. Press Release, dated April 16, 2013


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