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 17, 2013
| PEPCO HOLDINGS, INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 001-31403 | | 52-2297449 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 701 Ninth Street, N.W., Washington, DC | | 20068 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant's telephone number, including area code | | (202) 872-2000 |
| 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:
| ¨ | 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. |
| | |
| (a) | The 2013 Annual Meeting of Stockholders of Pepco Holdings, Inc. was held on May 17, 2013. |
| | |
| (b) | At the Annual Meeting, PHI’s stockholders elected 13 directors, each to serve a one-year term, and until such director’s successor is elected and qualified. The final voting results regarding this proposal were as follows: |
| | | | Votes Cast For | | Votes Withheld | | Broker Non-Votes |
| | | | | | | | |
| | Jack B. Dunn, IV | | 140,081,118 | | 7,022,739 | | 50,473,659 |
| | | | | | | | |
| | H. Russell Frisby, Jr. | | 144,086,586 | | 3,071,271 | | 50,473,659 |
| | | | | | | | |
| | Terence C. Golden | | 144,095,103 | | 3,008,755 | | 50,473,659 |
| | | | | | | | |
| | Patrick T. Harker | | 140,160,803 | | 6,943,054 | | 50,473,659 |
| | | | | | | | |
| | Frank O. Heintz | | 140,141,641 | | 6,962,216 | | 50,473,659 |
| | | | | | | | |
| | Barbara J. Krumsiek | | 139,987,847 | | 7,116,010 | | 50,473,659 |
| | | | | | | | |
| | George F. MacCormack | | 143,662,435 | | 3,441,422 | | 50,473,659 |
| | | | | | | | |
| | Lawrence C. Nussdorf | | 144,152,780 | | 2,951,078 | | 50,473,659 |
| | | | | | | | |
| | Patricia A. Oelrich | | 144,133,190 | | 2,970,667 | | 50,473,659 |
| | | | | | | | |
| | Joseph M. Rigby | | 139,545,197 | | 7,558,660 | | 50,473,659 |
| | | | | | | | |
| | Frank K. Ross | | 139,956,682 | | 7,147,175 | | 50,473,659 |
| | | | | | | | |
| | Pauline A. Schneider | | 143,374,318 | | 3,729,539 | | 50,473,659 |
| | | | | | | | |
| | Lester P. Silverman | | 139,920,268 | | 7,183,590 | | 50,473,659 |
| | At the Annual Meeting, PHI’s stockholders approved, on an advisory (non-binding) basis, a resolution indicating their support for PHI’s executive compensation. The final voting results regarding this proposal were as follows: |
| | For | | Against | | Abstain | | Broker Non-Votes |
| | 109,152,490 | | 35,161,829 | | 2,789,537 | | 50,473,660 |
| | At the Annual Meeting, PHI’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of PHI for 2013. The final voting results regarding this proposal were as follows: |
| | For | | Against | | Abstain | | Broker Non-Votes |
| | 193,254,412 | | 3,076,531 | | 1,246,573 | | 0 |
SIGNATURES
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.
| | PEPCO HOLDINGS, INC. |
| | (Registrant) |
| | |
| Date: | May 17, 2013 | | /s/ JOSEPH M. RIGBY |
| | | | Name:Joseph M. Rigby Title:Chairman, President and Chief Executive Officer |
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