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): March 3, 2015

Commission File Number	Exact name of registrant as specified in its charter and principal office address and telephone number	State of Incorporation	I.R.S. Employer Identification No.
1-16163	WGL Holdings, Inc. 101 Constitution Ave., N.W. Washington, D.C. 20080 (703) 750-2000	Virginia	52-2210912
0-49807	Washington Gas Light Company 101 Constitution Ave., N.W. Washington, D.C. 20080 (703) 750-4440	District of Columbia and Virginia	53-0162882

Former name or former address, if changed since last report: None

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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On March 3, 2015, at meetings of the boards of directors of WGL Holdings, Inc. (“WGL Holdings”) and its wholly-owned subsidiary, Washington Gas Light Company (“Washington Gas” and, together with WGL Holdings, the “Companies”) held after their respective annual meetings of shareholders, the boards of the Companies elected Mr. Stephen C. Beasley to serve on their respective boards as a director, effective immediately, until the next succeeding annual meeting of shareholders, or until his successor may be duly qualified and elected.

The Companies have not entered into any transactions identified in Item 404(a) of Regulation S-K, and there is no such currently proposed transaction, in which Mr. Beasley had or will have a direct or indirect material interest, and Mr. Beasley will not be employed by the Companies. Each board of directors has determined that Mr. Beasley is independent within the meaning of New York Stock Exchange rules. Further, Mr. Beasley was not elected pursuant to an arrangement or understanding between him and any other person. The Companies expect that Mr. Beasley will be named as a member of the Human Resources Committees and as an alternate member of the Executive Committees of the boards.

Mr. Beasley will receive compensation for his service as a director in accordance with the director compensation program of the Companies, which includes the WGL Holdings Directors’ Stock Compensation Plan (the “Plan”). Pursuant to the Plan, each director annually receives an amount of WGL Holdings common stock equal to $90,000 in value. Under the Plan, Mr. Beasley will receive a prorated award of WGL Holdings common stock as part of his compensation as a director for his service for the remainder of calendar year 2015.

A detailed description of the Companies’ director compensation program can be found in the WGL Holdings, Inc. proxy statement filed on Schedule 14A with the Securities and Exchange Commission on January 22, 2015.

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On March 3, 2015, at a meeting of the board of directors of Washington Gas held after its annual meeting of shareholders, the board amended Article II, Section 1 of the bylaws of Washington Gas. The bylaw amendment increases the size of the Washington Gas board of directors from nine to ten persons. The bylaw amendment became effective immediately.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meetings of Shareholders of WGL Holdings, Inc. and Washington Gas Light Company were held on March 3, 2015.

WGL Holdings, Inc.

At the WGL Holdings, Inc. 2015 Annual Meeting held on March 3, 2015, of the 49,721,934 shares outstanding and entitled to vote, 43,464,335 were represented, constituting a 87.41% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1: All of the board’s nominees for director were elected to the Board of Directors of WGL Holdings, Inc. to serve until the company’s 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee	For		Withheld		Broker Non-Votes
Michael Barnes		32,389,341		1,200,610		9,864,374
George P. Clancy, Jr.		31,896,321		1,693,630		9,864,374
James W. Dyke, Jr.		31,943,665		1,646,286		9,864,374
Nancy C. Floyd		33,330,175		259,776		9,864,374
Linda R. Gooden		33,303,667		286,284		9,864,374
James F. Lafond		31,983,668		1,606,283		9,864,374
Debra L. Lee		32,380,092		1,209,859		9,864,374
Terry D. McCallister		31,898,653		1,691,298		9,864,374
Dale S. Rosenthal		33,381,206		208,745		9,864,374

Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth below: 

For	Against	Abstain	Broker Non-Votes
27,572,200	5,651,024	371,732	9,864,374

Item No. 3: The appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2015 was ratified by the shareowners, by the votes set forth below:

For	Against	Abstain	Broker Non-Votes
41,802,388	1,469,254	192,693	0

Washington Gas Light Company

At the Washington Gas Light Company 2015 Annual Meeting held on March 3, 2015, of the 46,760,136 shares outstanding and entitled to vote, 46,479,536 were represented, constituting a 99% quorum. The final results for each of the matters submitted to a vote of shareowners at the Annual Meeting are as follows:

Item No. 1: All of the board’s nominees for director were elected to the Board of Directors of Washington Gas Light Company to serve until the company’s 2016 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below:

Nominee	For	Withheld	Broker Non-Votes
Michael Barnes	46,479,536	0	0
George P. Clancy, Jr.	46,479,536	0	0
James W. Dyke, Jr.	46,479,536	0	0
Melvyn J. Estrin	46,479,536	0	0
Nancy C. Floyd	46,479,536	0	0
Linda R. Gooden	46,479,536	0	0
James F. Lafond	46,479,536	0	0
Debra L. Lee	46,479,536	0	0
Terry D. McCallister	46,479,536	0	0

Item No. 2: The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below: 

For	Against	Abstain	Broker Non-Votes
46,479,536	0	0	0

Item No. 3: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2015 was ratified by the shareowners, by the votes set forth in the table below:

For	Against	Abstain	Broker Non-Votes
46,479,536	0	0	0

Item 8.01. Other Events

On March 6, 2015, WGL Holdings and Washington Gas issued a press release related to the election of Mr. Stephen C. Beasley to the boards of directors of the companies. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

9.01(d) Exhibits:

Exhibit No.	Description
3(ii)	Article II, Section 1 of the Bylaws of Washington Gas, as amended effective March 3, 2015
99.1	Press Release dated March 6, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.

	WGL Holdings, Inc.
	and
	Washington Gas Light Company
	(Registrants)
Date:   March 6, 2015	/s/ William R. Ford
	William R. Ford
	Vice President and Chief Accounting Officer
	(Principal Accounting Officer)

EX-3.(II)

Exhibit 3(ii)

WASHINGTON GAS LIGHT COMPANY

BYLAWS

ARTICLE II. – Board of Directors

SECTION 1. Number, Powers, Term of Office, Quorum, Lead Director. The Board of Directors of the Company shall consist of ten persons. The Board of Directors may exercise all the powers of the Company and do all acts and things which are proper to be done by the Company which are not by law or by these Bylaws directed or required to be exercised or done by the stockholders. The members of the Board of Directors shall be elected at the annual meeting of stockholders and shall hold office until the next succeeding annual meeting, or until their successors shall be elected and shall qualify. A majority of the number of directors fixed by the Bylaws shall constitute a quorum for the transaction of business. The action of a majority of the directors present at any lawful meeting at which there is a quorum shall, except as otherwise provided by law or by these Bylaws, be the action of the Board. The Board of Directors shall have a Lead Director, who shall be an independent director, not an employee of the Company. The powers and responsibilities of the Lead Director shall be established by the Board of Directors and shall be set forth in the Corporate Governance Guidelines of the Company. The powers and responsibilities of the Lead Director may be modified from time to time in the discretion of the Board of Directors.

EX-99.1

Exhibit 99.1

  For Immediate Release March 6, 2015 News Media: Ruben Rodriguez 202-624-6620   Financial Community: Douglas Bonawitz 202-624-6129

Stephen C. Beasley Elected to Boards of Directors

of WGL Holdings, Inc. and Washington Gas

WASHINGTON-- WGL Holdings, Inc. (NYSE: WGL), the parent company of Washington Gas and other energy-related subsidiaries, today announces the election of Mr. Stephen C. Beasley to the boards of directors of WGL Holdings and Washington Gas, effective March 3, 2015. With the election of Mr. Beasley, the number of directors for WGL Holdings and Washington Gas currently stands at 10.

“Mr. Beasley is a well known leader in the energy and natural gas industry. He brings a wealth of experience and knowledge to our company including a broad understanding of the world-wide energy grid,” said Terry D. McCallister, Chairman and Chief Executive Officer of WGL Holdings and Washington Gas. “We are delighted to have Mr. Beasley join our Board of Directors and look forward to his contributions.”

Mr. Beasley previously served as the President of El Paso Corporation’s Eastern Pipeline Group and was a member of El Paso Corporation’s Corporate Executive Committee. In this role, he was Chairman and President of Tennessee Gas Pipeline Company and ANR Pipeline Company, two of the largest and most complex natural gas transmission systems in the United States.

Mr. Beasley is currently serving on several corporate boards and previously served as an outside director on the Board of Directors for Williams Pipeline Partners L.P, Southern Union Company and C Sixty Inc.

He earned a Bachelor of Arts degree in Biology from The University of Texas at Austin, serves on several of The University of Texas System development and advisory boards. He is active in his community serving as Chair of The Brookwood Community and The Briarwood School in the Houston, Texas area.

About WGL:

WGL (NYSE-WGL), headquartered in Washington, D.C., is a leading source for clean, efficient and diverse energy solutions. With activities in 32 states and the District of Columbia, WGL consists of Washington Gas, WGL Energy, WGL Midstream and Hampshire Gas. WGL Energy delivers a full ecosystem of energy offerings including natural gas, electricity, green power, carbon reduction, distributed generation and energy efficiency provided by WGL Energy Services, Inc. (formerly Washington Gas Energy Services, Inc.), WGL Energy Systems, Inc. (formerly Washington Gas Energy Systems, Inc.) and WGSW, Inc. WGL provides options for natural gas, electricity, green power and energy services, including generation, storage, transportation, distribution, supply and efficiency. Our calling as a company is to make energy surprisingly easy for our employees, our community and all our customers. Whether you are a homeowner or renter, small business or multinational corporation, state and local or federal agency, WGL is here to provide Energy answers. Ask us. For more information, visit us at www.wgl.com.

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