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ITC > SEC Filings for ITC > Form 8-K on 3-Mar-2014All Recent SEC Filings

Show all filings for ITC HOLDINGS CORP.



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On February 25, 2014, the Board of Directors (the "Board") of ITC Holdings Corp. (the "Company") revised the Company's Corporate Governance Guidelines, effective immediately, to incorporate a director resignation policy for directors in uncontested elections (the "Director Resignation Policy"). The Director Resignation Policy provides that in any uncontested election of directors, any nominee for director who received a greater number of votes "withheld" from their election than votes "for" their election is expected to tender their resignation to the Chairman of the Board promptly following certification of the shareholder vote, which resignation shall only be effective upon acceptance by the Board. Within 90 days following certification of the voting results on the election, the Nominating/Corporate Governance Committee of the Board will determine whether to recommend acceptance of the director's resignation and will submit such recommendation for prompt consideration by the Board. The Board will act on the Nominating/Corporate Governance Committee's recommendation not later than its next regularly scheduled meeting following receipt of such recommendation and the Company will promptly disclose the Board's decision-making process and decision regarding whether to accept the director's resignation.

The foregoing description of the Director Resignation Policy does not purport to be complete and is qualified in its entirety by the full text of the policy as set forth in the Company's Corporate Governance Guidelines, which is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

99.1 ITC Holdings Corp. Corporate Governance Guidelines, as adopted on February 25, 2014

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