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UNS > SEC Filings for UNS > Form 8-K on 2-May-2014All Recent SEC Filings

Show all filings for UNS ENERGY CORP



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

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

UNS Energy Corporation (UNS Energy) held its annual meeting of shareholders (Annual Meeting) on May 2, 2014 in Tucson, Arizona. At the Annual Meeting, shareholders elected directors and approved two other proposals. Proposal 1
Shareholders elected 11 individuals to the Board of Directors as set forth below:

                                  Votes    Broker
Name                  Votes For  Withheld Non-Votes
Paul J. Bonavia       31,497,283 375,481  5,749,383
Lawrence J. Aldrich   31,497,559 375,205  5,749,383
Barbara M. Baumann    31,591,972 280,792  5,749,383
Larry W. Bickle       31,526,174 346,590  5,749,383
Robert A. Elliott     31,504,110 368,654  5,749,383
Daniel W.L. Fessler   31,577,246 295,518  5,749,383
Louise L. Francesconi 31,582,492 290,272  5,749,383
David G. Hutchens     31,535,215 337,549  5,749,383
Ramiro G. Peru        31,591,811 280,953  5,749,383
Gregory A. Pivirotto  31,593,418 279,346  5,749,383
Joaquin Ruiz          31,582,288 290,476  5,749,383

Proposal 2
Shareholders approved the selection of independent auditor, PricewaterhouseCoopers, LLP, for the fiscal year 2014, with the vote totals as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 37,095,508 292,649 233,990 -

Proposal 3
Shareholders approved, on an advisory (non-binding) basis, the compensation of the named executives disclosed in the 2014 Proxy Statement, with the vote totals as set forth below:

Votes For Votes Against Abstentions Broker Non-Votes 29,802,933 445,882 1,623,949 5,749,383

Item 8.01. Other Events.

As previously reported, on January 10, 2014, UNS Energy filed an application with the Arizona Corporation Commission (ACC) requesting that the ACC approve a proposed merger (Merger) in which UNS Energy would become an indirect wholly-owned subsidiary of Fortis, Inc. (Fortis).

The Merger is subject to: the approval of the ACC; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; review of the Merger by the Committee on Foreign Investment in the United States; and the satisfaction of other customary closing conditions.

On April 30, 2014, ACC Staff and other Intervenors filed their direct testimony in the Merger proceeding. Testimony filed by ACC Staff indicated that they would support the Merger subject to certain conditions, including, but not limited to:
(i) the establishment of a $60 million regulatory liability for the benefit of retail customers in future ACC proceedings; (ii) the adoption of certain ring-fencing and corporate governance provisions; (iii) yet-to-be determined limitations on dividends paid to Fortis; and (iv) an equity infusion by Fortis of at least $200 million and up to $357 million.

Testimony filed by the Residential Utility Consumer Office indicated that they would support the Merger subject to certain conditions, including, but not limited to, Fortis and UNS Energy agreeing to provide economic benefits to retail customers totaling $59 million.

All testimony filed with the ACC related to the Merger can be accessed on the ACC's website at The docket numbers are E-04230A-140011 and E-01933A-14-0011. We are providing the address of the ACC's website solely for the information of investors and do not intend the address to be an active link. Information contained on the ACC's website is not part of any report filed with the SEC by UNS Energy or Tucson Electric Power.

As previously reported, on April 18, 2014, the ACC administrative law judge assigned to this matter issued a procedural order adopting the following revised procedural schedule:

Settlement discussions begin                                    May 5, 2014
Settlement agreement filed                                      May 16, 2014
Testimony in support/opposition to settlement agreement         June 2, 2014
Settlement agreement responsive testimony                       June 13, 2014
UNS Energy and Fortis rebuttal testimony (if no settlement)     May 16, 2014

ACC Staff / Intervenor surrebuttal testimony (if no settlement) June 2, 2014 UNS Energy and Fortis rejoinder testimony (if no settlement) June 13, 2014 ALJ hearing commences June 16, 2014

UNS Energy expects the Merger to close by the end of 2014.

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