driannualmeeting8k05072014.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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) May 7, 2014

Dominion Resources, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Virginia
(State or other jurisdiction
of incorporation)
001-08489
(Commission
File Number)
54-1229715
(IRS Employer
Identification No.)


120 Tredegar Street
Richmond, Virginia
(Address of Principal Executive Offices)
 
23219
(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000


(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 (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 


Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 7, 2014, at the 2014 Annual Meeting of Shareholders of Dominion Resources, Inc. (“Dominion”), shareholders approved the 2014 Incentive Compensation Plan. A description of this plan is set forth in Dominion’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 26, 2014 and is qualified in its entirety by reference to the full text of the plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K.

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

Our Annual Meeting of Shareholders was held on May 7, 2014.  Results of items presented for voting are listed below.

The following nominees were elected to the Board of Directors for a one-year term or until next year’s annual meeting:   William P. Barr, Peter W. Brown, Helen E. Dragas, James O. Ellis, Jr., Thomas F. Farrell II, John W. Harris, Mark J. Kington, Pamela J. Royal, Robert H. Spilman, Jr., Michael E. Szymanczyk, and David A. Wollard. The votes cast with respect to all of the nominees presented at the annual meeting were as follows:


 
Nominee
Votes
For
Votes
Against
Votes
Abstained
Broker
Non-vote
  
                 
William P. Barr
365,814,564
3,571,461
1,279,588
86,448,840
    
Peter W. Brown
366,044,298
3,252,026
1,369,289
86,448,840
    
Helen E. Dragas
365,493,502
3,796,491
1,375,620
86,448,840
    
James O. Ellis, Jr.
367,207,477
2,134,878
1,323,258
86,448,840
    
Thomas F. Farrell II
362,819,208
5,912,359
1,934,046
86,448,840
    
John W. Harris
308,339,821
60,970,423
1,353,092
86,448,840
    
Mark J. Kington
365,386,967
3,942,397
1,336,249
86,448,840
    
Pamela J. Royal
365,948,511
3,336,970
1,380,132
86,448,840
    
Robert H. Spilman, Jr.
367,024,509
2,220,359
1,420,745
86,448,840
    
Michael E. Szymanczyk
366,235,776
3,025,520
1,404,317
86,448,840
    
David A. Wollard
363,095,932
6,185,449
1,384,232
86,448,840
    
                 

The appointment of Deloitte & Touche LLP as our independent auditors for 2014 was ratified by shareholders as follows:

          Votes For
   Votes Against            Votes Abstained
        452,324,358
   3,367,932                                            1,422,163  
 

Shareholders approved an advisory vote on approval of executive compensation (“say on pay”).  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
353,811,727
  
12,655,010
  
4,198,055
  
86,448,840


Shareholders approved the 2014 Incentive Compensation Plan.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
348,481,628
  
18,092,862
  
4,090,302
  
86,448,840


A shareholder proposal requesting the Company require senior executives to hold a significant portion of stock obtained through executive pay plans until normal retirement age was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
75,429,364
  
291,050,896
  
4,183,051
  
86,448,840


A shareholder proposal requesting the Company to provide a report on the financial risks to Dominion posed by climate change was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
80,694,951
  
252,828,953
  
37,139,600
  
86,448,840

A shareholder proposal requesting the Company to provide a report on methane emissions was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
76,833,822
  
273,804,462
  
20,025,220
  
86,448,840


A shareholder proposal requesting the Company to provide a report on lobbying was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
24,862,322
  
329,494,373
  
16,307,916
  
86,448,840


A shareholder proposal requesting the Company to provide a report on environmental and climate change impacts of biomass was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
76,011,607
  
276,079,218
  
18,572,679
  
86,448,840


A shareholder proposal requesting the Company adopt quantitative goals for reducing greenhouse gas emissions was not approved.  The vote was as follows:

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Vote
66,870,078
  
266,745,160
  
37,048,266
  
86,448,840



Item 9.01 Financial Statements and Exhibits

Exhibit
  
10.1
2014 Incentive Compensation Plan, effective May 7, 2014
 
 
 
 

 
 


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.

DOMINION RESOURCES, INC.
Registrant
 
/s/ Carter M. Reid
Carter M. Reid
Senior Vice President - Chief Administrative and Compliance Officer and Corporate Secretary
 


Date:  May 7, 2014