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): May 6, 2010
NSTAR
(Exact name of registrant as specified in its charter)
| | | | |
Massachusetts | 001-14768 | 04-3466300 |
(State or other jurisdiction of incorporation)
| (Commission File Number) | (I.R.S. Employer Identification Number)
|
800 Boylston Street, Boston, Massachusetts | | 02199 |
(Address of principal executive offices) | | (Zip Code) |
|
(617) 424-2000 |
(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: |
[ ] | 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)) |
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2010, Dr. Sherry H. Penney retired from the Board of Trustees in accordance with the NSTAR trustee retirement policy set forth in the Board of Trustees’ Guidelines on Significant Corporate Governance Issues, which requires that trustees who are not employees of NSTAR or who have served as Chief Executive Officer retire from the Board at the Annual Meeting of Shareholders following their seventy-second birthday. In addition to her service on the Board, Dr. Penney served as a member of the NSTAR Board Governance and Nominating Committee and the Executive Personnel Committee.
Item 5.07. Submission of Matters to a Vote of Security Holders.
NSTAR’s Annual Meeting of Shareholders was held on May 6, 2010. Proxies representing 92,158,009 shares, or 86%, of the 106,808,376 outstanding shares entitled to vote, were present at the Annual Meeting, constituting a quorum. The shareholder voting results for the election of three Class II trustees and the ratification of the appointment of NSTAR’s independent registered public accounting firm are presented as follows:
Proposal 1. The following three Class II trustees were elected to serve until the 2013 Annual Meeting and until the election and qualification of their respective successors (which required the approval of a majority of the votes cast):
| | | | | | | | |
Nominees | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| | | | | | | | |
Gary L. Countryman | | 67,075,438 | | 2,697,275 | | 915,386 | | 21,469,910 |
James S. DiStasio | | 67,307,649 | | 2,405,766 | | 974,684 | | 21,469,910 |
Thomas J. May | | 67,384,221 | | 2,368,320 | | 935,558 | | 21,469,910 |
| | | | | | | | |
Proposal 2. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as NSTAR’s independent registered public accounting firm for the 2010 fiscal year (which required the approval of a majority of the votes cast), as follows:
| | | | | | | | |
Votes For | | Votes Against | | | Abstentions |
| | | | | | | | |
90,107,434 | | 1,196,879 | | | 853,696 |
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. |
| | |
| | NSTAR |
| | (Registrant) |
Date: May 7, 2010 | By: | /s/ R. J. WEAFER, JR. |
| | Robert J. Weafer, Jr. |
| | Vice President, Controller |
| | and Chief Accounting Officer |
