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) September 26, 2016
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Kansas | | 1-3523 | | 48-0290150 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 818 South Kansas Avenue, Topeka, Kansas | | 66612 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code(785) 575-6300
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:
| x | 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)) |
WESTAR ENERGY, INC.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On September 26, 2016, Westar Energy, Inc. (“Westar”) held a special meeting of shareholders in Topeka, Kansas. Results for items presented for voting are listed below.
Item 1 on the Proxy Card. Shareholders approved the adoption of the Agreement and Plan of Merger, dated May 29, 2016, by and among Westar, Great Plains Energy Incorporated (“Great Plains Energy”) and Merger Sub (as defined in the Agreement and Plan of Merger):
| | | | | | |
| Number of Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 88,785,424 | | 1,778,992 | | 1,628,119 | | — |
Item 2 on the Proxy Card.Shareholders approved the non-binding advisory vote on merger-related compensation arrangements for named executive officers of Westar:
| | | | | | |
| Number of Votes |
| For | | Against | | Abstain | | Broker Non-Votes |
| 57,241,444 | | 33,141,992 | | 1,809,099 | | — |
Item 3 on the Proxy Card.Approval of a motion to adjourn the special meeting was not necessary because Item 1 was approved.
On September 26, 2016, Westar and Great Plains Energy issued a joint press release announcing that the shareholders of Westar and Great Plains Energy had approved their respective merger-related proposals. A copy of the press release is attached as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits |
| | |
| |
| Exhibit 99.1 | | Joint press release of Westar Energy, Inc. and Great Plains Energy Incorporated, dated September 26, 2016 |
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.
| | | | | | |
| | | | WESTAR ENERGY, INC. |
| | | |
| Date: September 26, 2016 | | | | By: | | /s/ Larry D. Irick |
| | | | Name: | | Larry D. Irick |
| | | | Title: | | Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
| | |
Exhibit Number | | Description of Exhibit |
| |
| Exhibit 99.1 | | Joint press release of Westar Energy, Inc. and Great Plains Energy Incorporated, dated September 26, 2016 |
