form_8-k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     
FORM 8-K
     
CURRENT REPORT
     
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
     
     
Date of Report (Date of earliest event reported): April 28, 2015
     
     
AGL RESOURCES INC.
(Exact name of registrant as specified in its charter)
     
Georgia
        1-14174
58-2210952
(State or other jurisdiction of incorporation)
        (Commission File No.)
(I.R.S. Employer Identification No.)
     
     
Ten Peachtree Place NE Atlanta, Georgia 30309
(Address and zip code of principal executive offices)
     
     
404-584-4000
(Registrant's telephone number, including area code)
     
     
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy  the filing obligation of the registrant under any of the following provisions:
 
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




 
 
 

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

As described in Item 5.07 of this Current Report on Form 8-K, AGL Resources Inc. (the “Company”) held its annual meeting of shareholders on April 28, 2015, and upon the recommendation of the Company’s Board of Directors, the shareholders voted on and approved an amendment to the Company’s Amended and Restated Articles of Incorporation.  The amendment permits shareholders who have held 25% of the Company’s outstanding shares of common stock in a net long position continuously for at least one year to call a special meeting of shareholders.

The Articles of Amendment to the Amended and Restated Articles of Incorporation were filed with the Secretary of State of the State of Georgia on April 28, 2015 and were effective as of such date.

In connection with the amendment to the Amended and Restated Articles of Incorporation, the Board of Directors amended the Company’s Bylaws to provide for an orderly process for any such special meeting including provisions dealing with the information required to be furnished with any special meeting request, the determination of the requesting shareholder’s net long position and certain limitations and conditions.  The amendments to the Bylaws became effective on April 28, 2015.

The foregoing is a summary of the amendments to the Amended and Restated Articles of Incorporation and Bylaws.  This summary is qualified by the Amended and Restated Articles of Incorporation, as amended, and the Bylaws, as amended, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 5.07                      Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders in Atlanta, Georgia on April 28, 2015. Holders of an aggregate of 119,792,280 shares of the Company’s common stock at the close of business on February 17, 2015, were entitled to vote at the meeting, of which 104,258,327 or 87.03% of the eligible voting shares were represented in person or by proxy. At the annual meeting, the shareholders were presented with six proposals as set forth in the Company’s proxy statement. The shareholders voted as follows:

Proposal 1 – Election of Directors.

DIRECTOR NOMINEE
 
FOR
   
AGAINST
   
ABSTAIN
 
Sandra N. Bane
    82,608,111       484,480       378,588  
Thomas D. Bell, Jr.
    81,909,860       1,173,616       387,703  
Norman R. Bobins
    81,805,104       1,275,211       390,864  
Charles R. Crisp
    81,863,746       1,227,199       380,234  
Brenda J. Gaines
    81,856,295       1,216,804       398,080  
Arthur E. Johnson
    81,720,253       1,274,164       476,762  
Wyck A. Knox, Jr.
    81,709,201       1,284,972       477,006  
Dennis M. Love
    81,877,418       1,127,475       466,286  
Dean R. O’Hare
    82,437,574       558,336       475,269  
Armando J. Olivera
    82,484,891       606,438       379,850  
John E. Rau
    82,457,821       544,616       468,742  
James A. Rubright
    81,874,554       1,217,794       378,831  
John W. Somerhalder II
    80,382,299       2,625,419       463,461  
Bettina M. Whyte
    82,498,960       592,516       379,703  
Henry C. Wolf
    81,190,870       1,892,268       388,041  
 
 

 
 
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Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015.

FOR
    102,307,985  
AGAINST
    1,460,444  
ABSTAIN
    489,898  

Proposal 3 – Approval of a non-binding resolution to approve the compensation of our named executive officers.

FOR
    80,179,007  
AGAINST
    2,522,014  
ABSTAIN
    770,158  
BROKER NON-VOTES
    20,787,148  

Proposal 4 – Adoption of an amendment to the Company’s Amended and Restated Articles of Incorporation to provide holders of at least 25% of the voting power of all outstanding shares entitled to vote the right to call a special meeting of shareholders.

FOR
    81,371,538  
AGAINST
    1,420,066  
ABSTAIN
    679,575  
BROKER NON-VOTES
    20,787,148  

Proposal 5 - Shareholder proposal regarding an independent chairman policy.

FOR
    31,717,886  
AGAINST
    51,001,437  
ABSTAIN
    751,856  
BROKER NON-VOTES
    20,787,148  

Proposal 6 - Shareholder proposal regarding goals for reducing greenhouse gas emissions.

FOR
    19,167,719  
AGAINST
    58,575,297  
ABSTAIN
    5,728,163  
BROKER NON-VOTES
    20,787,148  


Item 7.01               Regulation FD Disclosure
 
On April 28, 2015, the Board of Directors of the Company appointed James A. Rubright as its Lead Director. As more fully described in the Company’s corporate governance guidelines, available on the corporate governance page of the Company’s website at www.aglresources.com, the Lead Director’s duties include, among other things, serving as chairman of the executive committee of the Board of Directors; presiding at the executive sessions of non-management directors; and overseeing the Company’s policy on communications between shareholders or other interested parties and non-management directors.  Mr. Rubright succeeds Mr. Arthur E. Johnson, who will continue as a member of the board of directors and served as the Company’s Lead Director since 2009.
 
Item 9.01                       Financial Statements and Exhibits

(d)  
Exhibits

Exhibit No.
 
Description
  3.1  
Amended and Restated Articles of Incorporation, as amended, of AGL Resources Inc.
  3.2  
Bylaws of AGL Resources Inc., as amended April 28, 2015.

 
 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
AGL RESOURCES INC.
 
(Registrant)
 
 
Date:  May 4, 2015
/s/ Andrew W. Evans
 
Andrew W. Evans
Executive Vice President and Chief Financial Officer

 
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Exhibit Index


Exhibit No.
 
Description
  3.1  
Amended and Restated Articles of Incorporation, as amended, of AGL Resources Inc.
  3.2  
Bylaws of AGL Resources Inc., as amended April 28, 2015.





 
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