UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NSTAR
(Exact name of registrant as specified in its charter)
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): September 24, 2009
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| Registrant, Address and Telephone Number |
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| NSTAR |
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| 800 Boylston Street |
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| Boston, Massachusetts 02199 |
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| Telephone (617) 424-2000 |
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Commission File Number |
| State of Incorporation |
| I.R.S. Employer Identification No. |
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001-14768 |
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| 04-3466300 |
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 24, 2009, NSTAR Chairman, President and CEO Thomas J. Mayannounced the appointment by the NSTAR Board of Trustees of James S. DiStasio to the NSTAR Board. Mr. DiStasio is a retired partner of Ernst & Young LLP, where he served for over 38 years, retiring in 2007 as the company’s Senior Vice Chairman and Chief Operating Officer of the Americas.
Mr. DiStasio was appointed as a Class III Trustee with his term expiring at the Annual Meeting of Shareholders in 2011. Mr. DiStasio was also elected to NSTAR’s Audit, Finance and Risk Management Committee and NSTAR’s Executive Personnel Committee.
A press release is attached hereto as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On September 24, 2009, the NSTAR Board of Trustees voted to amend NSTAR's Bylaws by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation. The amended By-Laws of NSTAR are attached hereto as Exhibit 3.2.
Item 8.01. Other Events
On September 24, 2009, the NSTAR Board of Trustees voted to amend the NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues by adding provisions that, in accordance with the amendments to NSTAR's Declaration of Trust approved by Shareholders at the 2009 Annual Meeting of Shareholders, set forth the requirement that Trustees in uncontested elections for Trustee who do not receive a majority of the votes cast for the election of Trustees submit a letter of resignation. The amended NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues are attached hereto as Exhibit 99.2
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Number | Description of Exhibit |
3.2 | By-Laws of NSTAR as amended as of September 24, 2009. |
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99.1 | Press Release dated September 24, 2009 and issued by the Registrant entitled “NSTAR Names New Trustee” |
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99.2 | Amended NSTAR Board of Trustees Guidelines on Significant Corporate Governance Issues as of September 24, 2009 |
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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 hereunto duly authorized. |
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| NSTAR |
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| (Registrant)
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Date: September 24, 2009 | By: | /s/ R. J. WEAFER, JR. |
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| Robert J. Weafer, Jr. |
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| Vice President, Controller |
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| and Chief Accounting Officer |
