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 2, 2024
Commission File Number: 1-11607
DTE Energy Company
| | | | | | | | |
| Michigan | | 38-3217752 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S Employer Identification No.) |
Registrants address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1279
Registrants telephone number, including area code: (313) 235-4000
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on which Registered |
| Common stock, without par value | | DTE | | New York Stock Exchange |
| | | | |
| 2017 Series E 5.25% Junior Subordinated Debentures due 2077 | | DTW | | New York Stock Exchange |
| | | | |
| 2020 Series G 4.375% Junior Subordinated Debentures due 2080 | | DTB | | New York Stock Exchange |
| | | | |
| 2021 Series E 4.375% Junior Subordinated Debentures due 2081 | | DTG | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
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 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on May 2, 2024.
(b) At the Annual Meeting:
(i) The director nominees named in the Proxy were all elected to the Board as follows: Nicholas K. Akins, David A. Brandon, Deborah L. Byers, Charles G. McClure, Jr., Gail J. McGovern, Mark A. Murray, Gerardo Norcia, Robert C. Skaggs, Jr., David A. Thomas, Gary H. Torgow, James H. Vandenberghe and Valerie M. Williams were each elected to serve as a director of the Company for a one-year term expiring in 2025, with the votes shown:
| | | | | | | | | | | |
| Total Votes For Each Director | Total Votes Withheld From Each Director | Broker Non-Votes |
| Nicholas K. Akins | 153,524,407 | 803,886 | 19,613,657 |
| David A. Brandon | 141,701,347 | 12,626,946 | 19,613,657 |
| Deborah L. Byers | 151,648,062 | 2,680,231 | 19,613,657 |
| Charles G. McClure, Jr. | 148,067,626 | 6,260,667 | 19,613,657 |
| Gail J. McGovern | 150,173,526 | 4,154,767 | 19,613,657 |
| Mark A. Murray | 146,261,122 | 8,067,171 | 19,613,657 |
| Gerardo Norcia | 148,198,985 | 6,129,308 | 19,613,657 |
| Robert C. Skaggs, Jr. | 152,859,270 | 1,469,022 | 19,613,657 |
| David A. Thomas | 151,899,061 | 2,429,232 | 19,613,657 |
| Gary H. Torgow | 140,294,890 | 14,033,403 | 19,613,657 |
| James H. Vandenberghe | 150,640,550 | 3,687,743 | 19,613,657 |
| Valerie M. Williams | 147,689,455 | 6,638,838 | 19,613,657 |
| | | |
(ii) Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year 2024, with the votes shown:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 172,195,499 | 1,444,883 | 301,567 | 0 |
(iii) Shareholders approved, on an advisory basis, the overall executive compensation paid to the Company's named executive officers as more fully described in the Proxy, with the votes shown:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 147,708,266 | 5,892,752 | 727,274 | 19,613,657 |
(iv) Shareholders did not approve the shareholder proposal relating to a climate transition plan, inclusive of downstream gas utility emissions, as more fully described in the Proxy, with the votes shown:
| | | | | | | | | | | |
| For | Against | Abstentions | Broker Non-Votes |
| 17,695,999 | 135,239,657 | 1,392,637 | 19,613,657 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: May 7, 2024
| | | | | |
| DTE Energy Company |
| (Registrant) |
| |
| /s/Lisa A. Muschong |
| Lisa A. Muschong |
| Vice President, Corporate Secretary and
Chief of Staff |
| |
