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Public Service Enterprise Group 8-K 2013

Documents found in this filing:

  1. 8-K
  2. 8-K
Form 8-K

 

 

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) April 16, 2013

 

 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   001-09120   22-2625848

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

80 Park Plaza, P.O. Box 1171

Newark, New Jersey 07101-1171

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

http://www.pseg.com

 

 

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 Instruction 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Stockholders was held on April 16, 2013. Proxies for the meeting were solicited by us pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors.

The advisory vote on executive compensation was approved.

The amendment and restatement of the 2004 Long-Term Incentive Plan was approved.

The amendment and restatement of the Employee Stock Purchase Plan was approved.

The appointment of Deloitte & Touche LLP as Independent Auditor was ratified.

The stockholder proposal on the simple majority vote requirement was approved. The stockholder proposal received the support of more than a majority of the votes cast. In the coming months our Board of Directors will take into careful consideration the results of this vote in determining how best to address the concerns raised in the proposal, including any recommendations the Board may make regarding amendments to our Certificate of Incorporation and By-Laws.

Final results of the voting are provided below:

 

Proposal 1:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Election of Directors

           

Terms expiring in 2014

           

Albert R. Gamper, Jr.

   368,406,953      5,047,803    2,172,663    73,507,962

William V. Hickey

   362,486,586    11,041,033    2,099,800    73,507,962

Ralph Izzo

   363,571,842      8,011,304    4,044,273    73,507,962

Shirley Ann Jackson

   329,870,940    43,713,104    2,043,375    73,507,962

David Lilley

   366,420,726      7,133,018    2,073,675    73,507,962

Thomas A. Renyi

   363,169,813    10,155,149    2,302,457    73,507,962

Hak Cheol Shin

   369,445,907      3,730,177    2,451,335    73,507,962

Richard J.Swift

   341,382,749    31,958,608    2,286,062    73,507,962

Susan Tomasky

   368,764,811      4,678,175    2,184,433    73,507,962

Alfred W. Zollar

   369,712,267      3,630,033    2,285,119    73,507,962

 

2


Proposal 2:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Advisory Vote on Executive Compensation

   352,119,461      19,432,411    4,075,547    73,507,962
Proposal 3:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Approval of Amendment and Restatement of 2004 Long-Term Incentive Plan

   354,422,786      17,664,452    3,540,181    73,507,962
Proposal 4:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Approval of Amendment and Restatement of Employee Stock Purchase Plan

   366,217,762        6,518,813    2,890,844    73,507,962
Proposal 5:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor

   439,750,253        6,862,713    2,522,415    N/A
Proposal 6:    Votes For    Votes
Against
   Abstentions    Broker Non-
Votes

Stockholder proposal on simple majority vote requirement

   230,834,134    140,545,073    4,248,087    73,508,087

 

3


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.

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Registrant)

 

By:       

/s/ Derek M. DiRisio

  
   Derek M. DiRisio   
   Vice President and Controller   
   (Principal Accounting Officer)   

Date: April 18, 2013

 

4

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