UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(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:
| 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 | ||
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.
At the 2023 annual meeting of shareholders (the “Annual Meeting”), the shareholders of Avangrid, Inc. (the “Corporation”) voted to approve amendments to the Corporation’s by-laws (the “By-Laws”) to implement administrative revisions that add flexibility in light of shifting board committee responsibilities. The amendments to the By-Laws were approved by the Board of Directors (the “Board”) on February 16, 2023.
A brief summary of the amendments to the By-Laws is included under “Proposal 4: To Approve an Amendment to Avangrid’s By-Laws to Implement Committee Changes” in the Corporation’s 2023 Proxy Statement, which was filed with the Securities and Exchange Commission on June 6, 2023 (the “Corporation’s Proxy Statement”). Such summary is qualified in its entirety by reference to the By-Laws, a copy of which was filed as Annex B to the Corporation’s 2023 Proxy Statement and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on July 18, 2023. The record date for the Annual Meeting was May 26, 2023, and as of the record date the Corporation had 386,749,147 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 380,932,966 shares of common stock were represented in person or by proxy. The final results of voting on each of the matters submitted to a vote of security holders at the Annual Meeting are as follows:
Proposal 1 — Election of Directors. Each of the director nominees was elected to serve until the next annual meeting of shareholders, and until their successors are duly elected and qualified, by the votes set forth below:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||
| Ignacio S. Galán |
369,915,039 | 2,928,272 | — | 8,089,655 | ||||||
| John Baldacci |
372,315,862 | 527,449 | — | 8,089,655 | ||||||
| Pedro Azagra Blázquez |
372,232,360 | 610,951 | — | 8,089,655 | ||||||
| Daniel Alcain Lopez |
371,338,316 | 1,504,995 | — | 8,089,655 | ||||||
| María Fátima Báñez García |
372,140,672 | 702,639 | — | 8,089,655 | ||||||
| Agustín Delgado Martín |
371,400,096 | 1,443,215 | — | 8,089,655 | ||||||
| Robert Duffy |
372,356,553 | 486,758 | — | 8,089,655 | ||||||
| Teresa Herbert |
372,438,058 | 405,253 | — | 8,089,655 | ||||||
| Patricia Jacobs |
369,911,305 | 2,932,006 | — | 8,089,655 | ||||||
| John Lahey |
363,795,429 | 9,047,882 | — | 8,089,655 | ||||||
| Santiago Martínez Garrido |
371,341,483 | 1,501,828 | — | 8,089,655 | ||||||
| José Sáinz Armada |
361,730,096 | 11,113,215 | — | 8,089,655 | ||||||
| Alan Solomont |
371,923,949 | 919,362 | — | 8,089,655 | ||||||
| Camille Joseph Varlack |
372,188,187 | 655,124 | — | 8,089,655 | ||||||
Proposal 2 — Ratification of Independent Auditors. The selection of KPMG LLP as the Corporation’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was ratified, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 380,666,698 | 188,948 | 77,320 | 0 |
Proposal 3 — Advisory Vote on Executive Compensation. The compensation of the Corporation’s named executive officers was approved, on a non-binding, advisory basis, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 367,153,942 | 5,438,455 | 250,914 | 8,089,655 |
Proposal 4 — Approval of Amended and Restatement By-Laws to Implement Committee Changes. The amendment of the By-Laws to implement committee changes and to make certain other immaterial changes was approved by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | |||
| 372,260,134 | 345,181 | 237,996 | 8,089,655 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Avangrid, Inc. Amended and Restated By-Laws (incorporated herein by reference to Annex B to Avangrid’s Proxy Statement filed with the Securities and Exchange Commission on June 6, 2023). | |
| 104 | Cover page in Inline XBRL format | |
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.
| AVANGRID, INC. | ||
| By: | /s/ R. Scott Mahoney | |
| Name: | R. Scott Mahoney | |
| Title: | Senior Vice President – General Counsel & Corporate Secretary | |
Dated: July 18, 2023
Document and Entity Information |
Jul. 18, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001634997 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Jul. 18, 2023 |
| Entity Registrant Name | Avangrid, Inc. |
| Entity Incorporation State Country Code | NY |
| Entity File Number | 001-37660 |
| Entity Tax Identification Number | 14-1798693 |
| Entity Address, Address Line One | 180 Marsh Hill Road |
| Entity Address, City or Town | Orange |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06477 |
| City Area Code | 207 |
| Local Phone Number | 629-1190 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | AGR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |