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D Dominion Energy

Filed: 6 May 21, 4:15pm

 

 

 

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 5, 2021

 

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

2016 Series A 5.25% Enhanced Junior Subordinated Notes

 

DRUA

 

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 May 5, 2021, the Board of Directors (the “Board”) of Dominion Energy, Inc. (“Dominion Energy” or the “Company”) approved amendments to the Company’s Bylaws, effective May 5, 2021, to make the Company’s Bylaws gender neutral.  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 5, 2021.  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

553,296,927

3,967,716

1,604,911

111,634,202

Robert M. Blue

515,176,689

38,919,021

4,773,844

111,634,202

Helen E. Dragas

492,651,469

64,690,270

1,527,815

111,634,202

James O. Ellis, Jr.

544,355,620

12,843,563

1,670,371

111,634,202

D. Maybank Hagood

551,696,376

5,481,237

1,691,941

111,634,202

Ronald W. Jibson

551,398,548

5,870,193

1,600,813

111,634,202

Mark J. Kington

537,009,328

20,223,518

1,636,708

111,634,202

Joseph M. Rigby

552,160,688

5,085,053

1,623,813

111,634,202

Pamela J. Royal, M.D.

537,125,728

20,206,699

1,537,127

111,634,202

Robert H. Spilman, Jr.

530,864,943

26,357,424

1,647,187

111,634,202

Susan N. Story

552,171,739

5,164,773

1,533,042

111,634,202

Michael E. Szymanczyk

536,195,542

20,994,543

1,679,469

111,634,202

 

 

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

497,310,598

 

58,029,410

 

3,529,546

 

111,634,202

 

The appointment of Deloitte & Touche LLP as our independent auditor for 2021 was ratified by shareholders as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

636,950,486

 

31,966,604

 

1,586,666

 

A shareholder proposal requesting the Company prepare a report on lobbying was not approved.  The votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Vote

86,524,207

 

468,229,581

 

4,115,766

 

111,634,202

 

A shareholder proposal requesting the Company adopt a policy to require an independent Board Chair was not approved.  The votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Vote

240,142,600

 

315,392,067

 

3,334,887

 

111,634,202

 

A shareholder proposal requesting the Company amend its proxy access Bylaw provisions regarding shareholder aggregation was not approved.  The votes were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Vote

142,715,462

 

411,113,278

 

5,040,814

 

111,634,202

 

 

 


 

 

 

 

Item 9.01

Financial Statements and Exhibits

 

Exhibits

 

3.1

Bylaws, amended, effective May 5, 2021*

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 6, 2021