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 14, 2010 (May 11, 2010)
ALLETE, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 1-3548 | 41-0418150 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation or organization) | | Identification No.) |
30 West Superior Street
Duluth, Minnesota 55802-2093
(Address of principal executive offices, including zip code)
(218) 279-5000
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
ALLETE, Inc. (the “Company”) held its 2010 annual meeting of shareholders on May 11, 2010. Each matter voted upon at the meeting and the final results of the voting on each such matter are presented below. For a complete description of the matters voted upon at the annual meeting, see the Company’s definitive proxy statement, dated March 23, 2010.
| Item 1 – | Election of twelve (12) Directors. |
| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
Kathleen A. Brekken | | 26,280,677 | | 689,949 | | 2,977,082 |
Kathryn W. Dindo | | 26,257,515 | | 713,111 | | 2,977,082 |
Heidi J. Eddins | | 26,278,465 | | 692,161 | | 2,977,082 |
Sidney W. Emery, Jr. | | 26,252,667 | | 717,958 | | 2,977,082 |
James S. Haines, Jr. | | 26,259,293 | | 711,333 | | 2,977,082 |
Alan R. Hodnik | | 26,294,204 | | 676,422 | | 2,977,082 |
James J. Hoolihan | | 26,314,379 | | 656,247 | | 2,977,082 |
Madeleine W. Ludlow | | 26,280,353 | | 690,273 | | 2,977,082 |
Douglas C. Neve | | 26,287,363 | | 683,263 | | 2,977,082 |
Leonard C. Rodman | | 23,796,713 | | 3,173,913 | | 2,977,082 |
Donald J. Shippar | | 25,894,431 | | 1,076,195 | | 2,977,082 |
Bruce W. Stender | | 26,114,385 | | 856,241 | | 2,977,082 |
All directors listed above were elected.
| Item 2 – | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010. |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 28,945,130 | | 714,283 | | 288,295 | | 0 |
The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010 was ratified.
| Item 3 – | Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to change the vote required for the election of directors and a corresponding amendment to the Company’s Bylaws. |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 27,996,589 | | 1,413,619 | | 537,500 | | 0 |
The amendment to the Company’s Amended and Restated Articles of Incorporation to change the vote required for the election of directors and a corresponding amendment to the Company’s Bylaws was approved.
ALLETE Form 8-K dated May 14, 2010
| Item 4 – | Re-approval of the material terms of the performance goals under the ALLETE Executive Long-Term Incentive Compensation Plan. |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 27,047,273 | | 1,955,730 | | 944,704 | | 0 |
The material terms of the performance goals under the ALLETE Executive Long-Term Incentive Compensation Plan were re-approved.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| Item 9.01 | Financial Statements and Exhibits. |
d) Exhibits
Exhibit Number
3(a) Articles of Amendment, as approved by the shareholders on May 11, 2010.
3(b) Bylaws, as amended effective May 11, 2010.
ALLETE Form 8-K dated May 14, 2010
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 thereunto duly authorized.
| ALLETE, Inc. |
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| May 14, 2010 | | /s/ Steven Q. DeVinck |
| | | Steven Q. DeVinck |
| | | Controller and Vice President – Business Support |
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ALLETE Form 8-K dated May 14, 2010
