UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. ☐
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 22, 2022, the Board of Directors (the “Board”) of Dominion Energy, Inc. (“Dominion Energy” or the “Company”) approved an amendment to the Company’s Bylaws to amend shareholders’ right to call a special meeting to lower the ownership requirement to 15% (the “Special Meeting Proposal”), subject to the approval of shareholders at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). On May 11, 2022, the Company’s shareholders approved the Special Meeting Proposal at the Annual Meeting.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Dominion Energy was held on May 11, 2022. Results of items presented for voting are listed below.
Each of the Company’s twelve director nominees was elected to serve on its Board until the next annual meeting or until their respective successors have been duly elected or appointed and qualified. The votes for each nominee were as follows:
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Nominee |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-vote |
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James A. Bennett |
564,122,404 |
5,664,268 |
1,660,522 |
100,975,721 |
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Robert M. Blue |
533,482,254 |
34,029,948 |
3,934,992 |
100,975,721 |
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Helen E. Dragas |
540,487,049 |
29,370,804 |
1,589,341 |
100,975,721 |
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James O. Ellis, Jr. |
541,523,973 |
28,253,932 |
1,669,289 |
100,975,721 |
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D. Maybank Hagood |
563,276,476 |
6,443,311 |
1,727,407 |
100,975,721 |
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Ronald W. Jibson |
564,315,010 |
5,442,210 |
1,689,974 |
100,975,721 |
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Mark J. Kington |
539,585,831 |
30,182,600 |
1,678,763 |
100,975,721 |
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Joseph M. Rigby |
551,233,875 |
18,533,098 |
1,680,221 |
100,975,721 |
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Pamela J. Royal, M.D. |
539,012,615 |
29,740,449 |
2,694,130 |
100,975,721 |
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Robert H. Spilman, Jr. |
527,927,588 |
41,843,226 |
1,676,380 |
100,975,721 |
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Susan N. Story |
559,269,671 |
10,671,401 |
1,506,122 |
100,975,721 |
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Michael E. Szymanczyk |
545,388,996 |
24,314,649 |
1,743,549 |
100,975,721 |
Shareholders approved on an advisory basis the compensation paid to the Company’s named executive officers (“say on pay”). The votes were as follows:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
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523,943,959 |
44,155,109 |
3,348,126 |
100,975,721 |
The appointment of Deloitte & Touche LLP as our independent auditor for 2021 was ratified by shareholders as follows:
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Votes For |
Votes Against |
Votes Abstained |
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635,036,026 |
35,570,900 |
1,816,122 |
Management’s proposal to amend the Company’s Bylaws to amend shareholders’ right to call a special meeting to lower the ownership requirement to 15% was approved. The votes were as follows:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
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550,639,569 |
18,209,735 |
2,598,023 |
100,975,721 |
A shareholder proposal regarding the shareholders’ right to call a special meeting, requesting the ownership threshold be lowered to 10%, was not approved. The votes were as follows:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
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188,293,204 |
379,694,277 |
3,459,846 |
100,975,721 |
A shareholder proposal requesting inclusion of medium-term Scope 3 targets to the Company’s Net Zero goal was not approved. The votes were as follows:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
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88,930,596 |
475,274,550 |
7,242,181 |
100,975,721 |
A shareholder proposal requesting a report on the risk of natural gas stranded assets was approved. The votes were as follows:
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
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429,566,229 |
106,515,321 |
35,365,762 |
100,975,721 |
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Item 9.01 |
Financial Statements and Exhibits |
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Exhibits |
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3.1 |
Dominion Energy, Inc. Bylaws, amended, effective May 11, 2022* |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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*Filed herewith.
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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DOMINION ENERGY, INC. |
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Registrant |
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By: |
/s/ Carter M. Reid |
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Carter M. Reid |
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Executive Vice President, President – Dominion Energy Services
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Date: May 12, 2022