DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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¨   Definitive Proxy Statement

 

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¨   Soliciting Material Pursuant to Section 240.14a-12

AGL RESOURCES INC.

 

(Name of Registrant as Specified in Its Charter)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 28, 2015.

 

 

AGL RESOURCES INC.

 

Meeting Information

 

Meeting Type:            Annual Meeting

 

For holders as of:       February 17, 2015

 

Date:  April 28, 2015      Time:  10:00 a.m. Eastern Time

 

Location:

 

AGL Resources Corporate Headquarters

10 Peachtree Place
 

Atlanta, GA 30309

 

LOGO

 

AGL RESOURCES INC.

MYRA C. BIERRIA

10 PEACHTREE PLACE, LOCATION 1466

ATLANTA, GA 30309

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

M83528-P60668

— Before You Vote —

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

 

NOTICE AND PROXY STATEMENT                ANNUAL REPORT/10-K WRAP

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

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www.proxyvote.com

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 14, 2015 to facilitate timely delivery.

 

— How To Vote —

Please Choose One of the Following Voting Methods

 

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

M83529-P60668

Voting Items
The Board of Directors recommends that you vote FOR all nominees listed under Item 1 and FOR Items 2, 3 and 4.

 

1.

 

Election of Directors
Nominees:
1a. Sandra N. Bane
1b. Thomas D. Bell, Jr.
1c. Norman R. Bobins
1d. Charles R. Crisp
1e. Brenda J. Gaines
1f. Arthur E. Johnson
1g. Wyck A. Knox, Jr.
1h. Dennis M. Love
1i. Dean R. O’Hare
1j. Armando J. Olivera
1k. John E. Rau
1l. James A. Rubright
1m. John W. Somerhalder II
1n. Bettina M. Whyte
1o. Henry C. Wolf
    
    
    
2. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015.
3. The approval of a non-binding resolution to approve the compensation of our named executive officers.
4. The approval 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.
The Board of Directors recommends you vote AGAINST Items 5 and 6.
5. Shareholder proposal regarding independent chairman policy.
6. Shareholder proposal regarding goals for reducing greenhouse gas emissions.
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
 

 

M83530-P60668

 

 

 

M83531-P60668