8-K 1 a8-k5x7x19.htm 8-K Document





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, 2019

SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

California
  
001-37976
 
81-3881866
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
  
 
 
 
5241 Spring Mountain Road
 
 
 
 
Post Office Box 98510
 
 
 
 
Las Vegas, Nevada
 
 
 
89193-8510
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant's telephone number, including area code: (702) 876‑7237

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value
 
SWX
 
New York Stock Exchange

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))

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 5.07    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Southwest Gas Holdings, Inc. (the “Company”) was held on May 2, 2019. Holders of approximately 46,492,572 shares of common stock were represented in person or by proxy. The Company’s shareholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of shareholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) approved an increase in the authorized shares of Company common stock from 60,000,000 to 120,000,000 shares, (iii) approved the Company’s reincorporation from California to Delaware by means of a merger with and into a wholly-owned Delaware subsidiary, (iv) approved the advisory vote on named executive officer compensation, and (v) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. As shareholders approved proposals two and three, there was not a vote taken on the proposal to adjourn the Annual Meeting to solicit additional proxies for such proposals. The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting of Shareholders:


Proposal 1. The election of eleven (11) directors.

Name

For

Withheld
Broker
Non-votes
Robert L. Boughner
42,226,690
1,013,217
3,252,666
José A. Cárdenas
42,929,008
310,899
3,252,666
Thomas E. Chestnut
42,098,814
1,141,092
3,252,666
Stephen C. Comer
42,109,045
1,130,861
3,252,666
John P. Hester
42,378,339
861,567
3,252,666
Jane Lewis-Raymond
42,974,187
265,720
3,252,666
Anne L. Mariucci
41,663,106
1,576,800
3,252,666
Michael J. Melarkey
40,986,234
2,253,672
3,252,666
A. Randall Thoman
42,937,659
302,247
3,252,666
Thomas A. Thomas
42,850,778
389,128
3,252,666
Leslie T. Thornton
42,953,664
286,242
3,252,666

Proposal 2. Approval of an increase in the authorized shares of Company common stock from 60,000,000 to 120,000,000 shares.
For
Against
Abstain
 
43,575,125
2,792,156
125,292
 




Proposal 3. Approval of the Company's reincorporation from California to Delaware.
For
Against
Abstain
Broker
Non-votes
42,412,871
697,003
130,032
3,252,666


Proposal 4. Advisory vote to approve the Company’s executive compensation.
For
Against
Abstain
Broker
Non-votes
42,053,703
582,877
603,327
3,252,666


Proposal 5. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2019.
For
Against
Abstain



45,866,081
508,688
117,804










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 hereunto duly authorized.



SOUTHWEST GAS HOLDINGS, INC.



Date: May 6, 2019
        
 
/s/ LORI L. COLVIN
Lori L. Colvin
Vice President/Controller and Chief Accounting Officer