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SJI South Jersey Industries


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
April 24, 2020
(Date of earliest event reported)

SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

New Jersey
001-06364
22-1901645
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1 South Jersey Plaza, Folsom, New Jersey 08037
(Address of principal executive offices, including zip code)

(609) 561-9000
(Registrant’s telephone number, including area code)

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-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock - $1.25 par value per share
SJI
New York Stock Exchange
5.625% Junior Subordinated Notes due 2079
SJIJ
New York Stock Exchange
Corporate Units
SJIU
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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the election of Directors at the annual meeting, the Board approved an amendment to the Company’s By-Laws decreasing the number of Board Members from twelve (12) to ten (10).  The revised By-Laws are attached hereto as Exhibit 3.1.

Item 5.07Submission of Matters to a Vote of Security Holders.

On April 24, 2020, the Company held its 2020 Annual Meeting of Shareholders. At the meeting, the shareholders voted on (1) the election of ten directors nominated by the Board for one-year terms, (2) an advisory resolution to approve executive compensation, and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.
The number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below.

 Votes ForVotes WithheldAbstentions
Broker
Non-Votes
Proposal 1: Election of Directors    
Sarah M. Barpoulis71,519,941409,913125,16110,791,843
Keith S. Campbell69,779,8762,162,412112,72710,791,843
Victor A. Fortkiewicz71,517,017
419,597
118,40110,791,843
Sheila Harnett-Devlin71,135,796800,591118,62810,791,843
G. Edison Holland Jr.71,609,177304,073141,76510,791,843
Sunita Holzer71,459,138469,191126,68610,791,843
Kevin M. O’Dowd71,576,031339,161139,82310,791,843
Michael J. Renna71,362,707565,090127,21810,791,843
Joseph M. Rigby71,503,607419,653131,75510,791,843
Frank L. Sims71,681,955255,950117,11010,791,843

 Votes ForVotes AgainstAbstentions
Broker
Non-Votes
Proposal 2: Advisory Vote to Approve Executive Compensation69,501,5862,313,659239,770 10,791,843

 Votes ForVotes AgainstAbstentions
Broker
Non-Votes
Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 202081,316,9421,445,68684,230--

Item 9.01Financial and Exhibits

Exhibit Index

3.1South Jersey Industries, Inc. By-Laws effective April 24, 2020

104Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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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 thereunto duly authorized.

 SOUTH JERSEY INDUSTRIES, INC.
  
Date: April 29, 2020/s/ Melissa Orsen
 Melissa Orsen
 Senior Vice President and General Counsel


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