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 10, 2012
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| | | Registrant, State of Incorporation, Address of | | I.R.S. Employer |
| Commission File | | Principal Executive Offices and Telephone | | Identification |
| Number | | Number | | Number |
| 1-08788 | | NV ENERGY, INC. | | 88-0198358 |
| | | Nevada | | |
| | | 6226 West Sahara Avenue | | |
| | | Las Vegas, Nevada 89146 | | |
| | | (702) 402-5000 | | |
| | | | | |
| None |
(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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As further described under Item 5.07 below, on May 10, 2012, the stockholders of NV Energy, Inc. (the “Company”) approved at their Annual Meeting an amendment and restatement of the Company’s 2003 Non-Employee Director Stock Plan (the “NEDSP”). The terms of the NEDSP are in all material respects the same as the prior version of the plan, except that (1) the termination date of the NEDSP was extended from December 31, 2012 to December 31, 2022, (2) the total number of shares authorized for issuance under the NEDSP was increased from 700,000 to 1,400,000 shares and (3) the method of determining the market price of the Company’s Common Stock for purposes of calculating the number of shares issuable to participants was changed from a 30-day average to the grant date fair value so as to be consistent with FASC ASC 718. In addition, various other minor changes were made to clarify the operation and administration of the NEDSP.
| Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On May 10, 2012, the Audit Committee of the Board of Directors amended and restated the Company’s Code of Ethics applicable to the Company’s financial executives. The material changes to the Code of Ethics were: to clarify that the policy supplements but does not replace the Company’s general statement of principles, policies and procedures (entitled “The Power of Integrity – Our Code of Business Conduct”), to clarify and update the procedures for reporting significant or material deficiencies or weaknesses in internal controls, fraud, attempts to improperly influence the independent auditors, or other violations of the Code of Ethics, and to strengthen the provisions ensuring confidentiality of those making reports and protecting against retaliation. In addition, various other minor changes were made to clarify the interpretation, operation and administration of the Code of Ethics. A copy of the Amended and Restated Code of Ethics is filed herewith as Exhibit 14.1.
| Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders on May 10, 2012. Each matter voted upon at the meeting and the results of the voting on each such matter are presented below.
Proposal 1 – Election of ten (10) directors to serve one-year terms and until their successors are elected and qualified.
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| | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| Joseph B. Anderson, Jr. | | 177,293,299 | | 25,316,680 | | 226,721 | | 15,847,296 |
| Glenn C. Christenson | | 201,589,755 | | 1,012,815 | | 234,130 | | 15,847,296 |
| Susan F. Clark | | 201,656,990 | | 975,636 | | 204,074 | | 15,847,296 |
| Stephen E. Frank | | 169,076,097 | | 33,525,350 | | 235,253 | | 15,847,296 |
| Brian J. Kennedy | | 201,660,482 | | 945,515 | | 230,703 | | 15,847,296 |
| Maureen T. Mullarkey | | 201,626,143 | | 995,707 | | 214,850 | | 15,847,296 |
| John F. O’Reilly | | 200,471,906 | | 2,144,275 | | 220,519 | | 15,847,296 |
| Philip G. Satre | | 200,980,868 | | 1,629,012 | | 226,820 | | 15,847,296 |
| Donald D. Snyder | | 166,986,826 | | 35,617,321 | | 232,553 | | 15,847,296 |
| Michael W. Yackira | | 200,795,774 | | 1,829,195 | | 211,731 | | 15,847,296 |
All ten nominees for director were elected.
Proposal 2 – Advisory vote on the Company’s executive compensation.
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| | Votes Against | | Abstentions | | Broker Non-Votes |
| 198,416,694 | | 3,975,040 | | 444,966 | | 15,847,296 |
The advisory vote on the Company’s executive compensation was approved.
Proposal 3 – Proposal to approve the amendment and restatement of the Company’s 2003 Non-Employee Director Stock Plan.
| | | | | | | |
| | Votes Against | | Abstentions | | Broker Non-Votes |
| 199,247,037 | | 3,262,632 | | 327,031 | | 15,847,296 |
The amendment and restatement of the Company’s 2003 Non-Employee Director Stock Plan was approved.
Proposal 4 – Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2012.
| | | | | |
| | | | |
| 217,068,077 | | 1,381,322 | | 234,597 |
The appointment of Deloitte & Touche LLP was ratified.
(d) Exhibits — The following exhibit is filed with this Form 8-K:
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.
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| | NV Energy, Inc. (Registrant) | |
| Date: May 14, 2012 | By: | /s/ E. Kevin Bethel | |
| | | E. Kevin Bethel | |
| | | Chief Accounting Officer | |
