FORM 8-K Shareholder Vote Results


 



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): May 22, 2013

 
 
 
PORTLAND GENERAL ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Oregon
001-5532-99
     93-0256820          
(State or other jurisdiction
of incorporation)
(Commission
File Number)
     (I.R.S. Employer          
     Identification No.)          
121 SW Salmon Street, Portland, Oregon 97204
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (503) 464-8000
 

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 5.07 Submission of Matters to a Vote of Security Holders.

Portland General Electric Company (the “Company”) held its 2013 annual meeting of shareholders on May 22, 2013 in Portland, Oregon. The following proposals were voted on at the meeting by the Company’s shareholders:

1.
The election of directors;
2.
An advisory, non-binding vote to approve the compensation of the Company’s named executive officers;
3.
Approval of the performance criteria under the amended and restated Portland General Electric Company 2006 Stock Incentive Plan;
4.
Approval of the Portland General Electric Company 2008 Annual Cash Incentive Master Plan for Executive Officers; and
5.
The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.

There were 75,671,716 shares of common stock issued and outstanding as of March 18, 2013, the record date for the meeting, with 68,200,706 shares represented at the annual meeting.

Each of the director nominees listed below was elected and the voting results were as follows:

Nominee
 
For
 
Withheld
 
Broker Non-votes
John W. Ballantine
 
60,663,858
 
460,055
 
7,076,793
Rodney L. Brown, Jr.
 
60,675,643
 
448,270
 
7,076,793
Jack E. Davis
 
60,701,620
 
422,293
 
7,076,793
David A. Dietzler
 
60,651,094
 
472,819
 
7,076,793
Kirby A. Dyess
 
60,695,410
 
428,503
 
7,076,793
Mark B. Ganz
 
60,368,609
 
755,304
 
7,076,793
Corbin A. McNeill, Jr.
 
60,637,013
 
486,900
 
7,076,793
Neil J. Nelson
 
60,675,896
 
448,017
 
7,076,793
M. Lee Pelton
 
60,649,359
 
474,554
 
7,076,793
James J. Piro
 
60,695,879
 
428,034
 
7,076,793
Robert T.F. Reid
 
60,670,920
 
452,993
 
7,076,793

Our shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. There were 59,854,702 votes cast for the proposal, 769,440 votes cast against the proposal, 499,771 abstentions and 7,076,793 broker non-votes.

Our shareholders approved the performance criteria under the amended and restated Portland General Electric Company 2006 Stock Incentive Plan. There were 59,031,102 votes cast for the proposal, 1,620,350 votes cast against the proposal, 472,461 abstentions and 7,076,793 broker non-votes.

Our shareholders approved the Portland General Electric Company 2008 Annual Cash Incentive Master Plan for Executive Officers. There were 58,962,188 votes cast for the proposal, 1,693,197 votes cast against the proposal, 468,528 abstentions and 7,076,793 broker non-votes.

Our shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. There were 67,341,311 votes cast for the proposal, 594,018 votes cast against the proposal and 265,377 abstentions.

The Company plans to hold its 2014 annual meeting of shareholders on May 7, 2014. Shareholder proposals submitted for inclusion in the 2014 proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 must be received by the Company’s Corporate Secretary by December 6, 2013. In addition, under our bylaws, shareholder proposals submitted outside of Rule 14a-8 must be received at the Company’s principal executive offices by January 22, 2014.

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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 thereunto duly authorized.

 
 
 
 
PORTLAND GENERAL ELECTRIC COMPANY
 
 
 
 
(Registrant)
 
 
 
 
 
Date:
May 23, 2013
 
By:
/s/ James F. Lobdell
 
 
 
 
James F. Lobdell
 
                                                                             
 
 
Senior Vice President of Finance,
Chief Financial Officer and Treasurer


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