| 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, 2013 |
| | | |
| | | |
| AGL RESOURCES INC. |
| (Exact name of registrant as specified in its charter) |
| | | |
| Georgia | 1-14174 | 58-2210952 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| | | |
| | | |
| Ten Peachtree Place NE Atlanta, Georgia 30309 |
| (Address and zip code of principal executive offices) |
| | | |
| | | |
| 404-584-4000 |
| (Registrant's telephone number, including area code) |
| | | |
| | | |
| Not Applicable |
| (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: |
| |
¨ 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
AGL Resources Inc. (the “Company”) held its annual meeting of shareholders in Atlanta, Georgia on April 30, 2013. Holders of an aggregate of 117,864,710 shares of the Company’s common stock at the close of business on February 21, 2013, were entitled to vote at the meeting, of which 102,419,360 or 86.9% of the eligible voting shares were represented in person or by proxy. At the annual meeting, the shareholders were presented with four proposals as set forth in the Company’s proxy statement. The shareholders voted as follows:
Proposal 1 – Election of Directors
| Nominee | For | Withheld | Broker Non-votes |
| | | | |
| Sandra N. Bane | 80,809,748 | 736,843 | 20,872,769 |
| Thomas D. Bell, Jr. | 80,826,512 | 720,079 | 20,872,769 |
| Norman R. Bobins | 80,050,343 | 1,496,248 | 20,872,769 |
| Charles R. Crisp | 80,802,481 | 744,110 | 20,872,769 |
| Brenda J. Gaines | 71,822,913 | 9,723,678 | 20,872,769 |
| Arthur E. Johnson | 80,578,174 | 968,417 | 20,872,769 |
| Wyck A. Knox, Jr. | 80,544,389 | 1,002,202 | 20,872,769 |
| Dennis M. Love | 80,647,207 | 899,384 | 20,872,769 |
| Charles H. “Pete” McTier | 80,634,096 | 912,495 | 20,872,769 |
| Dean R. O’Hare | 80,767,482 | 779,109 | 20,872,769 |
| Armando J. Olivera | 80,705,487 | 841,104 | 20,872,769 |
| John E. Rau | 80,795,298 | 751,293 | 20,872,769 |
| James A. Rubright | 79,566,750 | 1,979,841 | 20,872,769 |
| John W. Somerhalder II | 79,599,216 | 1,947,375 | 20,872,769 |
| Bettina M. Whyte | 80,802,288 | 744,303 | 20,872,769 |
| Henry C. Wolf | 80,748,390 | 798,201 | 20,872,769 |
Proposal 2 – Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2013.
| For | 101,344,578 |
| Against | 666,875 |
| Abstain | 407,907 |
| Broker Non-Votes | None |
Proposal 3 – Approval of a non-binding resolution to approve the compensation of the Company’s named executive officers.
| For | 78,075,056 |
| Against | 2,268,876 |
| Abstain | 1,202,659 |
| Broker Non-Votes | 20,872,769 |
Proposal 4 – Approval of a shareholder resolution to approve a gender identity non-discrimination policy.
| For | 26,946,467 |
| Against | 38,700,086 |
| Abstain | 15,900,038 |
| Broker Non-Votes | 20,872,769 |
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.
| | AGL RESOURCES INC. |
| | (Registrant) |
| Date: May 1, 2013 | /s/ Andrew W. Evans |
| | Andrew W. Evans Executive Vice President and Chief Financial Officer |
