UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 27, 2019
Avangrid, Inc.
(Exact name of registrant as specified in its charter)
| New York | 001-37660 | 14-1798693 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
180 Marsh Hill Road Orange, Connecticut | 06477 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(207)629-1200
(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 theForm 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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | AGR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting (the “Annual Meeting”) of the shareholders of Avangrid, Inc. (the “Corporation”) was held on June 27, 2019. The record date for the Annual Meeting was April 29, 2019, and as of the record date the Corporation had 309,491,082 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 304,465,082 shares of common stock were represented in person or by proxy.
The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
Proposal 1 — Election of Directors. Each of the director nominees was elected to serve until the next annual meeting of shareholders, and until their successors are duly elected and qualified, by the votes set forth below:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
Ignacio Sánchez Galán | 276,612,235 | 20,036,434 | 0 | 7,816,500 | ||||||||||
John Baldacci | 286,950,266 | 9,698,493 | 0 | 7,816,500 | ||||||||||
Robert Duffy | 295,917,385 | 731,284 | 0 | 7,816,500 | ||||||||||
Carol Folt | 295,519,748 | 1,128,921 | 0 | 7,816,500 | ||||||||||
Teresa Herbert | 295,927,665 | 721,004 | 0 | 7,816,500 | ||||||||||
Patricia Jacobs | 295,924,705 | 723,964 | 0 | 7,816,500 | ||||||||||
John Lahey | 285,796,243 | 10,852,426 | 0 | 7,816,500 | ||||||||||
Santiago Martinez Garrido | 286,849,275 | 9,799,394 | 0 | 7,816,500 | ||||||||||
Juan Carlos Rebollo Liceaga | 286,848,472 | 9,800,197 | 0 | 7,816,500 | ||||||||||
Sonsoles Rubio Reinoso | 286,371,896 | 10,276,773 | 0 | 7,816,500 | ||||||||||
José Sáinz Armada | 286,879,299 | 9,769,370 | 0 | 7,816,500 | ||||||||||
Alan D. Solomont | 295,817,983 | 830,686 | 0 | 7,816,500 | ||||||||||
Elizabeth Timm | 295,833,832 | 814,837 | 0 | 7,816,500 | ||||||||||
James P. Torgerson | 287,673,616 | 8,975,053 | 0 | 7,816,500 | ||||||||||
Proposal 2 — Ratification of Independent Auditors.The selection of KPMG US, LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2019, was ratified, by the votes set forth below:
| For | Against | Abstain | BrokerNon-Votes | |||
304,164,662 | 209,945 | 90,562 | 0 |
Proposal 3 — Advisory Vote on Executive Compensation. The compensation of the Corporation’s named executive officers was approved, on anon-binding, advisory basis, by the votes set forth below:
| For | Against | Abstain | BrokerNon-Votes | |||
293,688,794 | 2,728,604 | 231,271 | 7,816,500 |
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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.
| AVANGRID, INC. | ||
| By: | /s/ R. Scott Mahoney | |
| Name: | R. Scott Mahoney | |
| Title: | Senior Vice President – General Counsel and Secretary | |
Dated: June 27, 2019
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