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
April 24, 2020
(Date of earliest event reported)
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey
| 001-06364
| 22-1901645
|
| (State of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1 South Jersey Plaza, Folsom, New Jersey 08037
(Address of principal executive offices, including zip code)
(609) 561-9000
(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-4c)) |
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 - $1.25 par value per share
| SJI
| New York Stock Exchange
|
5.625% Junior Subordinated Notes due 2079
| SJIJ
| New York Stock Exchange
|
Corporate Units
| SJIU
| |
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. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
In connection with the election of Directors at the annual meeting, the Board approved an amendment to the Company’s By-Laws decreasing the number of Board Members from twelve (12) to ten (10). The revised By-Laws are attached hereto as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 24, 2020, the Company held its 2020 Annual Meeting of Shareholders. At the meeting, the shareholders voted on (1) the election of ten directors nominated by the Board for one-year terms, (2) an advisory resolution to approve executive compensation, and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.
| | Votes For | Votes Withheld | Abstentions | Broker Non-Votes |
| Proposal 1: Election of Directors | | | | |
| Sarah M. Barpoulis | 71,519,941 | 409,913 | 125,161 | 10,791,843 |
| Keith S. Campbell | 69,779,876 | 2,162,412 | 112,727 | 10,791,843 |
| Victor A. Fortkiewicz | 71,517,017 | | 118,401 | 10,791,843 |
| Sheila Harnett-Devlin | 71,135,796 | 800,591 | 118,628 | 10,791,843 |
| G. Edison Holland Jr. | 71,609,177 | 304,073 | 141,765 | 10,791,843 |
| Sunita Holzer | 71,459,138 | 469,191 | 126,686 | 10,791,843 |
| Kevin M. O’Dowd | 71,576,031 | 339,161 | 139,823 | 10,791,843 |
| Michael J. Renna | 71,362,707 | 565,090 | 127,218 | 10,791,843 |
| Joseph M. Rigby | 71,503,607 | 419,653 | 131,755 | 10,791,843 |
| Frank L. Sims | 71,681,955 | 255,950 | 117,110 | 10,791,843 |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Proposal 2: Advisory Vote to Approve Executive Compensation | 69,501,586 | 2,313,659 | 239,770 | 10,791,843 |
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2020 | 81,316,942 | 1,445,686 | 84,230 | -- |
| Item 9.01 | Financial and Exhibits |
Exhibit Index
| 3.1 | South Jersey Industries, Inc. By-Laws effective April 24, 2020 |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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 thereunto duly authorized.
| | SOUTH JERSEY INDUSTRIES, INC. |
| | |
| Date: April 29, 2020 | /s/ Melissa Orsen |
| | Melissa Orsen |
| | Senior Vice President and General Counsel |
