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 13, 2014
(Exact name of registrant as specified in its charter)
Connecticut | 1-15052 | 06-1541045 |
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
157 Church Street, New Haven, Connecticut | | 06506 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
| Registrant's Telephone Number, | | |
Including Area Code | | (203) 499-2000 |
| 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 (see General Instruction A.2. below):
| o | Written 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 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of the Shareowners of UIL Holdings Corporation (UIL Holdings or Corporation) was held on May 13, 2014. The following matters were submitted to a vote: (1) election of the members of the Board of Directors for one-year terms, until the 2015 Annual Meeting, (2) ratification of the selection of PricewaterhouseCoopers LLP as UIL Holdings’ independent registered public accounting firm for 2014, (3) approval, on an advisory basis, of the compensation of the Corporation’s Named Executive Officers and (4) approval of an amendment to the Certificate of Incorporation of UIL Holdings to provide that Directors of the Corporation in uncontested elections be elected by a majority vote. For more information on the above proposals, see the Corporation’s proxy statement dated April 3, 2014.
All of the nominees for election as Directors listed in the Corporation’s proxy statement for the meeting were elected, by the following votes:
| Number of Shares | |
| | | Broker |
| Nominee | For | Withheld | Non-Votes |
| Thelma R. Albright | 39,793,418 | 805,443 | 9,421,245 |
| Arnold L. Chase | 36,361,557 | 4,237,304 | 9,421,245 |
| Betsy Henley-Cohn | 39,784,090 | 814,771 | 9,421,245 |
| Suedeen G. Kelly | 34,587,638 | 6,011,223 | 9,421,245 |
| John L. Lahey | 39,790,369 | 808,492 | 9,421,245 |
| Daniel J. Miglio | 39,629,731 | 969,130 | 9,421,245 |
| William F. Murdy | 39,772,428 | 826,433 | 9,421,245 |
| William B. Plummer | 40,106,210 | 492,651 | 9,421,245 |
| Donald R. Shassian | 40,111,638 | 487,223 | 9,421,245 |
| James P. Torgerson | 39,775,248 | 823,613 | 9,421,245 |
The selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the books and affairs of UIL Holdings for the fiscal year 2014 was ratified by the following vote:
| Number of Shares |
| For | Against | Abstained |
| 49,189,070 | 620,362 | 210,674 |
The compensation of the Corporation’s Named Executive Officers was approved by the following non-binding advisory vote:
| Number of Shares | |
For | Against | Abstained | Broker Non-Votes |
| 38,767,129 | 1,153,075 | 678,657 | 9,421,245 |
The amendment to the Certificate of Incorporation of UIL Holdings was approved by the following vote:
| Number of Shares | |
For | Against | Abstained | Broker Non-Votes |
| 39,938,547 | 353,715 | 306,599 | 9,421,245 |
On May 13, 2014, UIL Holdings issued a press release announcing that its Board of Directors had declared a quarterly dividend of $0.432 per share on its common stock. This dividend is payable July 1, 2014 to shareowners of record at the close of business on June 16, 2014.
A copy of the Registrant's press release discussing the dividend, among other items, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits – The following exhibit is filed as part of this report: |
| |
| 99.1 | Press release, dated May 13, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UIL HOLDINGS CORPORATION | |
| Registrant | |
| | | |
Date: 5/14/14 | By | /s/ Richard J. Nicholas | |
| | Richard J. Nicholas | |
| | Executive Vice President and Chief Financial Officer | |
Exhibit Index
Exhibit | Description |
| |
| Press release, dated May 13, 2014. |
