d-8k_20220511.htm
Dominion Energy, Inc.
8-K on 05/12/2022   Download
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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 11, 2022

 

Dominion Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 Virginia

001-08489

54-1229715

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

120 Tredegar Street

Richmond, Virginia

 

23219

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (804) 819-2000

 

(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 (see General Instructions A.2. below):

 

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 each exchange on which registered

Common Stock, no par value

 

D

 

New York Stock Exchange

2019 Series A Corporate Units

 

DCUE

 

New York Stock Exchange

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.

 

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.

 

 

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:

 

Nominee

Votes

For

Votes

Against

Votes

Abstained

Broker

Non-vote

James A. Bennett

564,122,404

  5,664,268

1,660,522

100,975,721

Robert M. Blue

533,482,254

34,029,948

3,934,992

100,975,721

Helen E. Dragas

540,487,049

29,370,804

1,589,341

100,975,721

James O. Ellis, Jr.

541,523,973

28,253,932

1,669,289

100,975,721

D. Maybank Hagood

563,276,476

  6,443,311

1,727,407

100,975,721

Ronald W. Jibson

564,315,010

  5,442,210

1,689,974

100,975,721

Mark J. Kington

539,585,831

30,182,600

1,678,763

100,975,721

Joseph M. Rigby

551,233,875

18,533,098

1,680,221

100,975,721

Pamela J. Royal, M.D.

539,012,615

29,740,449

2,694,130

100,975,721

Robert H. Spilman, Jr.

527,927,588

41,843,226

1,676,380

100,975,721

Susan N. Story

559,269,671

10,671,401

1,506,122

100,975,721

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:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

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:

 

Votes For

Votes Against

Votes Abstained

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:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

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:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

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:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

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:

 

Votes For

Votes Against

Votes Abstained

Broker Non-Vote

429,566,229

106,515,321

35,365,762

100,975,721

 

 

 

Item 9.01

Financial Statements and Exhibits

 

Exhibits

 

3.1

Dominion Energy, Inc. Bylaws, amended, effective May 11, 2022*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*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.

 

 

 

 

DOMINION ENERGY, INC.

 

 

 

Registrant

 

 

 

 

 

 

By:

/s/ Carter M. Reid

 

 

 

Carter M. Reid

 

 

 

Executive Vice President,
Chief of Staff and Corporate Secretary and

President – Dominion Energy Services

 

 

 

Date:  May 12, 2022