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 5, 2021
Dominion Energy, Inc.
(Exact name of Registrant as Specified in Its Charter)
Virginia | 001-08489 | 54-1229715 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
120 Tredegar Street Richmond, Virginia | | 23219 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (804) 819-2000
(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 Instructions A.2. below):
☐ | 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)) |
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, no par value | | D | | New York Stock Exchange |
2016 Series A 5.25% Enhanced Junior Subordinated Notes | | DRUA | | New York Stock Exchange |
2019 Series A Corporate Units | | DCUE | | 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 Rule 12b-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. ☐
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Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 5, 2021, the Board of Directors (the “Board”) of Dominion Energy, Inc. (“Dominion Energy” or the “Company”) approved amendments to the Company’s Bylaws, effective May 5, 2021, to make the Company’s Bylaws gender neutral. The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Dominion Energy was held on May 5, 2021. Results of items presented for voting are listed below.
Each of the Company’s twelve director nominees was elected to serve on its Board until the next annual meeting or until their respective successors have been duly elected or appointed and qualified. The votes for each nominee were as follows:
| | | | |
Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-vote |
James A. Bennett | 553,296,927 | 3,967,716 | 1,604,911 | 111,634,202 |
Robert M. Blue | 515,176,689 | 38,919,021 | 4,773,844 | 111,634,202 |
Helen E. Dragas | 492,651,469 | 64,690,270 | 1,527,815 | 111,634,202 |
James O. Ellis, Jr. | 544,355,620 | 12,843,563 | 1,670,371 | 111,634,202 |
D. Maybank Hagood | 551,696,376 | 5,481,237 | 1,691,941 | 111,634,202 |
Ronald W. Jibson | 551,398,548 | 5,870,193 | 1,600,813 | 111,634,202 |
Mark J. Kington | 537,009,328 | 20,223,518 | 1,636,708 | 111,634,202 |
Joseph M. Rigby | 552,160,688 | 5,085,053 | 1,623,813 | 111,634,202 |
Pamela J. Royal, M.D. | 537,125,728 | 20,206,699 | 1,537,127 | 111,634,202 |
Robert H. Spilman, Jr. | 530,864,943 | 26,357,424 | 1,647,187 | 111,634,202 |
Susan N. Story | 552,171,739 | 5,164,773 | 1,533,042 | 111,634,202 |
Michael E. Szymanczyk | 536,195,542 | 20,994,543 | 1,679,469 | 111,634,202 |
Shareholders approved on an advisory basis the compensation paid to the Company’s named executive officers (“say on pay”). The votes were as follows:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
497,310,598 | | 58,029,410 | | 3,529,546 | | 111,634,202 |
The appointment of Deloitte & Touche LLP as our independent auditor for 2021 was ratified by shareholders as follows:
| | | | |
Votes For | | Votes Against | | Votes Abstained |
636,950,486 | | 31,966,604 | | 1,586,666 |
A shareholder proposal requesting the Company prepare a report on lobbying was not approved. The votes were as follows:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
86,524,207 | | 468,229,581 | | 4,115,766 | | 111,634,202 |
A shareholder proposal requesting the Company adopt a policy to require an independent Board Chair was not approved. The votes were as follows:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
240,142,600 | | 315,392,067 | | 3,334,887 | | 111,634,202 |
A shareholder proposal requesting the Company amend its proxy access Bylaw provisions regarding shareholder aggregation was not approved. The votes were as follows:
| | | | | | |
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Vote |
142,715,462 | | 411,113,278 | | 5,040,814 | | 111,634,202 |
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Item 9.01 | Financial Statements and Exhibits |
*Filed herewith.
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.
| | | DOMINION ENERGY, INC. |
| | | Registrant |
| | | |
| | By: | /s/ Carter M. Reid |
| | | Carter M. Reid |
| | | Executive Vice President,
Chief of Staff and Corporate Secretary and President – Dominion Energy Services |
Date: May 6, 2021
