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): April 24, 2014
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| Commission | Registrant, State of Incorporation, | I.R.S. Employer |
| File Number | Address and Telephone Number | Identification No. |
| | | |
| 1-8809 | SCANA Corporation | 57-0784499 |
| | (a South Carolina corporation) | |
| | 100 SCANA Parkway, Cayce, South Carolina 29033 | |
| | (803) 217-9000 | |
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:
q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTIONOF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(b) On April 24, 2014, George J. Bullwinkel, Jr., Senior Vice President of SCANA Corporation and President and Chief Operating Officer of SCANA Energy Marketing, Inc., SCANA Energy-Georgia and SCANA Communications, Inc., announced his retirement effective October 1, 2014. In connection with Mr. Bullwinkel’s retirement, Jimmy E. Addison, Executive Vice President and Chief Financial Officer of SCANA Corporation, will assume responsibility for SCANA Energy Marketing, Inc. and SCANA Energy-Georgia in May 2014 while continuing in his current roles.
During the transition period, Mr. Bullwinkel will move from Columbia, South Carolina to Charleston, South Carolina and therefore will be eligible for certain relocation benefits under our employee relocation programs. Those benefits include our purchasing Mr. Bullwinkel’s residence as well as reimbursing certain of his relocation expenses and providing an expense allowance and tax gross-up payments. Under our employee relocation programs, the purchase price for Mr. Bullwinkel’s residence will be a negotiated price that takes into consideration his purchase price and a third-party appraisal. In addition, we expect to indemnify our relocation agent for various matters potentially associated with our purchase and resale of the residence, and we expect to obtain indemnification from Mr. Bullwinkel against certain of those indemnification obligations. We intend to resell the residence as soon as it is prudent to do so.
Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At our annual meeting of shareholders held on April 24, 2014, the following matters were voted upon by the holders of our common stock.
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| 1. | The following directors were elected for terms expiring at our 2017 annual meeting of shareholders. |
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| Nominee | | Votes For | | Authority Withheld | | Broker Nonvotes |
| John F.A.V. Cecil | | 89,047,184 | | 1,612,154 | | 27,729,769 |
| D. Maybank Hagood | | 88,281,557 | | 2,377,781 | | 27,729,769 |
| Alfredo Trujillo | | 89,003,582 | | 1,655,756 | | 27,729,769 |
2. The appointment of Deloitte & Touche LLP as our independent registered public accounting firm was approved.
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| | | |
| Votes For | 116,746,608 | | |
| Votes Against | 927,390 | | |
| Abstentions | 715,109 | | |
| Broker Nonvotes | 0 | | |
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| 3. | Amendments to Article 8 of our Articles of Incorporation to declassify the board of directors and provide for the annual election of all directors. This proposal did not receive the affirmative vote of at least 80% of all outstanding shares of our common stock, which outstanding shares totaled 141,145,971 as of the record date, as required by our Articles of Incorporation; therefore, such amendments were not adopted. |
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| | | |
| Votes For | 88,050,078 | | |
| Votes Against | 1,792,960 | | |
| Abstentions | 816,300 | | |
| Broker Nonvotes | 27,729,769 | | |
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| 4. | Advisory (non-binding) vote to approve the compensation of our named executive officers. |
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| | | |
| Votes For | 75,839,452 | | |
| Votes Against | 12,119,901 | | |
| Abstentions | 2,699,985 | | |
| Broker Nonvotes | 27,729,769 | | |
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.
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| | | SCANA Corporation | |
| | | (Registrant) | |
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| April 29, 2014 | By: | /s/James E. Swan, IV | |
| | | James E. Swan, IV | |
| | | Controller | |
