form_8-k.htm
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 28, 2015
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AGL RESOURCES INC.
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(Exact name of registrant as specified in its charter)
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Georgia
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1-14174
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58-2210952
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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Ten Peachtree Place NE Atlanta, Georgia 30309
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(Address and zip code of principal executive offices)
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404-584-4000
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(Registrant's telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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DIRECTOR NOMINEE
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FOR
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AGAINST
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ABSTAIN
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Sandra N. Bane
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82,608,111 |
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484,480 |
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378,588 |
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Thomas D. Bell, Jr.
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81,909,860 |
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1,173,616 |
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387,703 |
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Norman R. Bobins
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81,805,104 |
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1,275,211 |
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390,864 |
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Charles R. Crisp
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81,863,746 |
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1,227,199 |
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380,234 |
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Brenda J. Gaines
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81,856,295 |
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1,216,804 |
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398,080 |
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Arthur E. Johnson
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81,720,253 |
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1,274,164 |
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476,762 |
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Wyck A. Knox, Jr.
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81,709,201 |
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1,284,972 |
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477,006 |
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Dennis M. Love
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81,877,418 |
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1,127,475 |
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466,286 |
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Dean R. O’Hare
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82,437,574 |
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558,336 |
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475,269 |
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Armando J. Olivera
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82,484,891 |
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606,438 |
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379,850 |
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John E. Rau
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82,457,821 |
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544,616 |
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468,742 |
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James A. Rubright
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81,874,554 |
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1,217,794 |
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378,831 |
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John W. Somerhalder II
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80,382,299 |
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2,625,419 |
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463,461 |
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Bettina M. Whyte
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82,498,960 |
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592,516 |
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379,703 |
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Henry C. Wolf
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81,190,870 |
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1,892,268 |
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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.
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FOR
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102,307,985 |
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AGAINST
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1,460,444 |
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ABSTAIN
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489,898 |
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Proposal 3 – Approval of a non-binding resolution to approve the compensation of our named executive officers.
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FOR
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80,179,007 |
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AGAINST
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2,522,014 |
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ABSTAIN
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770,158 |
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BROKER NON-VOTES
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20,787,148 |
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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.
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FOR
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81,371,538 |
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AGAINST
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1,420,066 |
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ABSTAIN
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679,575 |
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BROKER NON-VOTES
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20,787,148 |
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Proposal 5 - Shareholder proposal regarding an independent chairman policy.
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FOR
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31,717,886 |
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AGAINST
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51,001,437 |
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ABSTAIN
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751,856 |
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BROKER NON-VOTES
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20,787,148 |
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Proposal 6 - Shareholder proposal regarding goals for reducing greenhouse gas emissions.
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FOR
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19,167,719 |
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AGAINST
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58,575,297 |
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ABSTAIN
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5,728,163 |
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BROKER NON-VOTES
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20,787,148 |
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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
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Exhibit No.
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Description
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3.1 |
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Amended and Restated Articles of Incorporation, as amended, of AGL Resources Inc.
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3.2 |
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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.
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AGL RESOURCES INC.
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(Registrant)
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Date: May 4, 2015
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/s/ Andrew W. Evans
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Andrew W. Evans
Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit No.
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Description
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3.1 |
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Amended and Restated Articles of Incorporation, as amended, of AGL Resources Inc.
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3.2 |
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Bylaws of AGL Resources Inc., as amended April 28, 2015.
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