Document




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 21, 2017

SOUTH JERSEY INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)
 
 
 
 
 
 
 
 
 
 
 
 
 
New Jersey
 
1-6364
 
22-1901645
(State or Other Jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer 
 Identification No.)
 

1 South Jersey Plaza, Folsom, NJ 08037
(Address of Principal Executive Offices) (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-4(c)

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

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 April 21, 2017, the Board approved an amendment to Section 2.1 of Article II of the South Jersey Industries, Inc.’s Bylaws to decrease the authorized number of directors from to eleven (11) to ten (10).

The foregoing description is qualified in its entirety by reference to the Bylaws of South Jersey Industries, Inc., as amended and restated through April 21, 2017, as filed herewith as Exhibit 3.2(ii).

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

On April 21, 2017, the Company held its 2017 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, (3) a non-binding advisory resolution on the frequency of the non-binding advisory resolution to approve executive compensation, (4) the approval of the executive annual incentive compensation plan and (5) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017.

The shareholders elected all ten director nominees; approved, on an advisory basis, executive compensation; approved, on an advisory basis, the annual frequency of an advisory vote to approve executive compensation; approved the executive annual incentive compensation plan; and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017.

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 For
Votes Withheld

Abstentions
Broker
Non-Votes
Proposal 1: Election of Directors
 
 
 
 
Sarah M. Barpoulis
59,454,453
306,163
372,492
12,492,978
Thomas A. Bracken
57,305,397
2,443,149
384,562
12,492,978
Keith S. Campbell
57,336,233
2,416,665
380,210
12,492,978
Victor A. Fortkiewicz
59,440,572
317,316
375,220
12,492,978
Sheila Hartnett-Devlin
57,316,932
2,437,700
378,476
12,492,978
Walter M. Higgins III
59,404,158
355,427
373,523
12,492,978
Sunita Holzer
58,271,285
1,482,463
379,360
12,492,978
Michael J. Renna
58,625,388
1,137,078
370,642
12,492,978
Joseph M. Rigby
59,456,135
281,674
395,299
12,492,978
Frank L. Sims
59,438,769
310,579
383,760
12,492,978


 
 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 2: Advisory Vote to Approve Executive Compensation
58,667,162
1,113,766
352,180
12,492,978


 
 
 
 
 
 
 
 
One Year
Two Years
Three Years
Abstentions
Proposal 3: Frequency of Vote to Approve Executive Compensation
48,815,275
660,245
10,228,745
428,843





 
 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 4: Advisory Vote to Approve Annual Incentive Plan
56,145,688
3,486,123
501,297
12,492,978


 
 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 5: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2016
69,508,315
2,947,399
170,372
-



 
 
 
Item 9.01
Financial Statements and Exhibits

Exhibit Index

 
 
 
Exhibit No.
Description
3.2(ii)
Bylaws of South Jersey Industries, Inc. as amended and restated through April 21, 2017.


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 24, 2017
 
/s/ Gina Merritt-Epps
 
 
Gina Merritt-Epps, Esq.
 
 
Senior Vice President, General Counsel & Corporate Secretary