0000203248-11-000025.txt : 20110506 0000203248-11-000025.hdr.sgml : 20110506 20110506124419 ACCESSION NUMBER: 0000203248-11-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110504 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110506 DATE AS OF CHANGE: 20110506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN UNION CO CENTRAL INDEX KEY: 0000203248 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 750571592 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06407 FILM NUMBER: 11818090 BUSINESS ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 BUSINESS PHONE: (713) 989-2000 MAIL ADDRESS: STREET 1: 5444 WESTHEIMER RD CITY: HOUSTON STATE: TX ZIP: 77056-5306 8-K 1 suform8k_050411.htm SOUTHERN UNION COMPANY FORM 8-K, MAY 4, 2011 suform8k_050411.htm

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): May 4, 2011


SOUTHERN UNION COMPANY
(Exact name of registrant as specified in its charter)



Delaware
1-6407
75-0571592
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)



5444 Westheimer Road
Houston, Texas
(Address of principal executive offices)
77056-5306
(Zip Code)


Registrant's telephone number, including area code: (713) 989-2000


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

The final results of voting on each of the matters submitted to a vote of the stockholders during Southern Union Company’s (the “Company”) Annual Meeting of Stockholders held on May 4, 2011 (the “Annual Meeting”) are set out below.

1. Election of Directors:
DIRECTOR NOMINEE
 
  
VOTES FOR
    
VOTES WITHHELD
    
BROKER NON-VOTES
  
George L. Lindemann
    
103,327,620
      
6,169,016
      
6,730,991
  
Eric D. Herschmann
    
92,129,028
      
17,367,869
      
6,730,991
  
David Brodsky
    
105,973,948
      
3,522,949
      
6,730,991
  
Frank W. Denius
    
105,176,832
      
4,319,804
      
6,730,991
  
Kurt A. Gitter,  M.D.
    
106,193,416
      
3,303,481
      
6,730,991
  
Herbert H. Jacobi
    
105,519,941
      
3,976,956
      
6,730,991
  
Thomas N. McCarter,  III
    
96,018,824
      
13,477,812
      
6,730,991
  
George Rountree,  III
    
83,062,356
      
26,434,541
      
6,730,991
  
Allan D. Scherer
    
97,125,386
      
12,371,511
      
6,730,991
  

2.  Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
114,253,395
1,647,396
327,097
0

3.  To adopt an advisory, nonbinding resolution approving the compensation of our named executive officers:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
 56,899,336
51,592,155
1,005,406
6,730,991

4.  To select, on an advisory, nonbinding basis, the frequency of the stockholder vote on the compensation of our named executive officers:
1 Year
2 Years
3 Years
VOTES ABSTAINED
BROKER NON-VOTES
63,663,810
499,107
42,976,020
2,356,478
6,730,991

Also, as disclosed in additional proxy materials on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2011, the stockholder proposal (Proposal 5 in the Proxy Statement) submitted by Calvert Asset Management Company, Inc. was withdrawn prior to the Annual Meeting, and, as such, the results of the vote are not reported herein.

Additionally, as noted above, a majority of the votes of the stockholders represented at the Annual Meeting were cast in favor of holding an advisory, nonbinding vote to approve executive compensation on an annual basis.  In line with this stockholder recommendation, the Company has decided that it will include an advisory, nonbinding, stockholder vote on executive compensation in its proxy materials on an annual basis until the next advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than our Annual Meeting of Stockholders in 2017.




 
 
 

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 thereunto duly authorized.

     
 
                            SOUTHERN UNION COMPANY
 
                            (Registrant)
 
Date:  May 6, 2011
 
 By:
 
/s/ Robert M. Kerrigan, III
 
Robert M. Kerrigan, III
 
Vice President - Assistant General Counsel and Secretary