Form 8K - 2015 Annual Meeting







 
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 30, 2015

SOUTH JERSEY INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)
 
New Jersey
 
1-6364
 
22-1901645
(State or Other Jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer 
 Identification No.)
 

1 South Jersey Plaza, Folsom, NJ 08037
(Address of Principal Executive Offices) (Zip Code)

(609) 561-9000
 (Registrant's Telephone Number, Including Area Code)



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:

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

In connection with the retirement of Edward J. Graham; the election of Michael J. Renna to the position of the Company’s Chief Executive Officer; and the election of Walter M. Higgins III as Chairman of the Board; the board of directors amended the Company’s bylaws to decrease the size of the board of directors from 11 to 10 members and to recognize the separation of the positions of Chairman of the Board and Chief Executive Officer at its meeting on April 30, 2015. A copy of the amended bylaws is attached hereto as Exhibit 3.2.

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

On April 30, 2015, the Company held its 2015 annual meeting of shareholders. At the meeting, the shareholders voted on (1) the election of ten directors nominated by the Board for one-year terms, (2) an advisory resolution to approve executive compensation, (3) the adoption of the 2015 Omnibus Equity Compensation Plan, and (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.

The shareholders elected all ten director nominees; approved, on an advisory basis, executive compensation; adopted the 2015 Omnibus Equity Compensation Plan; and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.

The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

 
 
 
Votes For
 
Votes Withheld
 

Abstentions
 
Broker
Non-Votes
Proposal 1: Election of Directors
 
 
 
 
Sarah M. Barpoulis
 
24,182,355
 
153,466
 
54,860
 
5,953,224
Thomas A. Bracken
 
23,671,458
 
662,145
 
57,078
 
5,953,224
Keith S. Campbell
 
22,942,697
 
1,394,500
 
53,484
 
5,953,224
Victor A. Fortkiewicz
 
24,199,566
 
136,542
 
54,573
 
5,953,224
Sheila Hartnett-Devlin
 
23,016,208
 
1,320,604
 
53,869
 
5,953,224
Walter M. Higgins III
 
24,171,139
 
162,968
 
56,574
 
5,953,224
Sunita Holzer
 
23,549,133
 
778,373
 
63,175
 
5,953,224
Joseph H. Petrowski
 
24,200,969
 
135,418
 
54,294
 
5,953,224
Michael J. Renna
 
23,689,222
 
645,087
 
56,372
 
5,953,224
Frank L. Sims
 
23,579,535
 
753,216
 
57,930
 
5,953,224





 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 2: Advisory Vote to Approve Executive Compensation
22,113,689
2,068,995
207,997
5,953,224

 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 3: Adopt the 2015 Omnibus Equity Compensation Plan
21,647,439
2,515,450
227,792
5,953,224
 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 4: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2015
29,461,867
805,791
76,277
—
 
 
 
 
 

Exhibit Index
Exhibit No.
Description
3.2
Bylaws of South Jersey Industries, Inc. as amended and restated through April 30, 2015.

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.
  
 
 
 
 
SOUTH JERSEY INDUSTRIES, INC.
 
  
 
  
 
  
Dated: May 4, 2015
By:
/s/ Gina Merritt-Epps, Esq.                
 
Name: Gina Merritt-Epps, Esq.
Title: General Counsel & Corporate Secretary