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STR > SEC Filings for STR > Form 8-K on 14-May-2013All Recent SEC Filings

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Form 8-K for QUESTAR CORP


14-May-2013

Entry into a Material Definitive Agreement, Change in Directors or Principal Officer


Item 1.01 Entry into a Material Definitive Agreement

Effective May 10, 2013, the Board of Directors of Questar Corporation (the Company) approved a new form of indemnification agreement (the "Indemnification Agreement") for its directors. This Indemnification Agreement will replace any existing indemnification agreements. The Indemnification Agreement provides indemnification to


its directors to the fullest extent permitted by law, and in accordance with the Company's Bylaws, for all expenses actually and reasonably incurred in any action or proceeding in which the director is or may be involved in by reason of the fact that he or she is or was a Company director, on the terms and conditions set forth in the Indemnification Agreement. Further, the Company agrees to advance expenses incurred in defense of these proceedings, on the terms and conditions set forth in the Indemnification Agreement. The Indemnification Agreement also provides procedures for requesting and obtaining indemnification and advancement of expenses.

The foregoing description of the Indemnification Agreement is a general description only and is qualified in its entirety by reference to the form Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.



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

Effective on May 10, 2013, the date of the Company's Annual Shareholders Meeting, Gary G. Michael retired from his service as a director of Questar's Board in compliance with the Company's Corporate Guidelines that require a director to retire at the annual meeting following when he turns age 72. His term also ended at this meeting.

Mr. Christopher A. Helms was elected to the Board by a vote of the shareholders as indicated below. Following his election, Mr. Helms was selected by the Board to serve as a member of the Company's Governance and Nominating Committee and Finance and Audit Committee. Mr. Helms will receive an annual retainer of $50,000 for his service on the Board prorated to the effective day of his election as a director. Mr. Helms will also receive 3,600 restricted units of Company stock to vest on March 5, 2014, consistent with the vesting of the equity grants to the Company's other directors.

The Board has determined that Mr. Helms is independent under the applicable listing standards of the New York Stock Exchange.



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

The Company held its Annual Meeting on May 10, 2013. At the meeting, shareholders voted on the election of the directors and on two proposals:

Voting results on the election of directors to hold office until the annual meeting in 2014 were as follows:

        Name            Votes For    Votes Against    Abstain    Broker Non-Votes
Teresa Beck            136,417,413     3,700,120      149,469       16,289,130
R. D. Cash             136,321,031     2,758,981     1,186,990      16,289,130
Laurence M. Downes     137,219,982     2,500,245      546,775       16,289,130
Christopher A. Helms   138,549,533     1,055,476      661,993       16,289,130
Ronald W. Jibson       136,833,385     3,334,543      99,074        16,289,130
Keith O. Rattie        137,227,568     2,800,996      238,438       16,289,130
Harris H. Simmons      136,629,100     3,194,194      443,708       16,289,130
Bruce A. Williamson    136,944,781     2,826,643      495,578       16,289,130


Voting results on a proposal to ratify the selection of Ernst & Young as the Company's independent auditor were as follows:

Votes For Votes Against Abstentions 155,794,197 587,984 173,951

Voting results on a proposal to approve, on an advisory basis, the named executive officer compensation were as follows:

Votes For Votes Against Abstentions Broker Non-Votes 136,079,857 2,979,376 1,207,769 16,289,130

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