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NJR > SEC Filings for NJR > Form 8-K on 23-Jan-2014All Recent SEC Filings

Show all filings for NEW JERSEY RESOURCES CORP

Form 8-K for NEW JERSEY RESOURCES CORP


23-Jan-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submis


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

(a) On January 22, 2014, the shareholders of New Jersey Resources Corporation (the "Company"), approved an amendment to the Company's restated certificate of incorporation pursuant to New Jersey Business Corporations Act Section 14A:9-2(4). The amendment makes the provisions of Section 14A:3-6.1 to 14A:3-6.9 of the New Jersey Business Corporation Act applicable to the Company. On January 23, 2014, the Company filed the restated certificate of incorporation with the Secretary of State of New Jersey.

Attached hereto as Exhibit 3.1 is the restated certificate of incorporation, as amended.



Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting of Shareholders (the "Annual Meeting") of New Jersey Resources Corporation (the "Company") was held on January 22, 2014. At the Annual Meeting, of the 42,025,580 shares outstanding and entitled to vote as of the record date, 35,772,513 shares were represented, constituting an 85.1% quorum. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

Item 1: The Company's Board of Directors (the "Board") nominated three
directors for election to the Board at the Annual Meeting. Ms. Jane M. Kenny, Ms. Sharon C. Taylor and Mr. David A. Trice were each re-elected to serve until the Company's 2017 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee For Withheld Broker Non-Votes Jane M. Kenny 28,447,117 445,490 6,879,906 Sharon C. Taylor 28,429,014 463,593 6,879,906 David A. Trice 28,432,526 460,081 6,879,906

The terms of office of the following directors continued after the Annual Meeting: Lawrence R Codey, Donald L. Correll, Laurence M. Downes, Robert B. Evans, Rev. M. William Howard, Jr., Alfred C. Koeppe, J. Terry Strange and George R. Zoffinger.

Item 2: The shareholders approved a non-binding advisory resolution approving
the compensation of our named executive officers, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 27,516,523 1,094,577 281,507 6,879,906

Item 3: The shareholders approved the amendment of the Company's Restated
Certificate of Incorporation to make the provisions of Section 14A:3-6.1 to 14A:3-6.9 of the New Jersey Business Corporation Act applicable to the Company, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 20,973,232 7,750,681 168,694 6,879,906

Item 4: The appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending September 30, 2013, was ratified by the shareholders, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes 35,279,732 419,723 73,058 0




Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits:

   Exhibit
    Number     Description
     3.1       Restated Articles of Incorporation of New Jersey Resources
               Corporation, as amended through January 22, 2014.


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