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
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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.
On February 24, 2023, the Board of Directors (the “Board”) of Dominion Energy, Inc. (“Dominion Energy” or the “Company”) approved, subject to approval of shareholders at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), an amendment to Article IV of the Company’s Bylaws to make certain changes to the information required to be provided by a shareholder requesting a special meeting of the Company’s shareholders (the “Amendment to Article IV”) and to Article XI of the Company’s Bylaws to make certain changes to the advance notice provisions for director nominations by shareholders (the “Amendment to Article XI”). On May 10, 2023, the Company’s shareholders approved the Amendment to Article IV and the Amendment to the Article XI at the 2023 Annual Meeting.
Additionally, on May 10, 2023, the Board approved an amendment to the Company’s Bylaws clarifying that, in the absence of the Chair or Vice Chair (if any), the Lead Independent Director, or in the absence of the Chair, Vice Chair (if any) and the Lead Independent Director, such other person as designated by the Board, will preside at the meetings of the Board.
The foregoing description is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Dominion Energy held its 2023 Annual Meeting on May 10, 2023. Results of items presented for voting are listed below.
Each of the Company’s 11 director nominees was elected to serve on its Board until the next annual meeting or until their respective successors have been duly elected or appointed and qualified. The votes for each nominee were as follows:
Nominee |
Votes For |
Votes Against |
Votes Abstained |
Broker Non-vote |
James A. Bennett |
556,926,448 |
39,473,181 |
1,911,745 |
103,390,364 |
Robert M. Blue |
558,606,863 |
36,040,852 |
3,663,659 |
103,390,364 |
D. Maybank Hagood |
555,428,002 |
40,924,774 |
1,958,598 |
103,390,364 |
Ronald W. Jibson |
552,801,670 |
43,639,612 |
1,870,092 |
103,390,364 |
Mark J. Kington |
562,327,054 |
34,031,058 |
1,953,262 |
103,390,364 |
Kristin G. Lovejoy |
590,858,045 |
5,651,036 |
1,802,293 |
103,390,364 |
Joseph M. Rigby |
565,489,208 |
30,930,539 |
1,891,627 |
103,390,364 |
Pamela J. Royal, M.D. |
496,269,737 |
100,201,066 |
1,840,571 |
103,390,364 |
Robert H. Spilman, Jr. |
524,029,062 |
72,347,184 |
1,935,128 |
103,390,364 |
Susan N. Story |
571,175,191 |
25,342,063 |
1,794,120 |
103,390,364 |
Michael E. Szymanczyk |
534,072,454 |
62,331,928 |
1,906,992 |
103,390,364 |
Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say on Pay”). The votes were as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
545,850,690 |
49,264,648 |
3,196,036 |
103,390,364 |
The results of the advisory vote on the frequency of holding the Say on Pay vote were as follows:
One Year |
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Two Years |
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Three Years |
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Votes Abstained |
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Broker Non-Vote |
587,995,693 |
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2,248,702 |
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5,220,258 |
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2,846,721 |
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103,390,364 |
Based upon the results above, and consistent with the Board’s recommendation, the Company intends to continue to include an advisory vote on Say on Pay in the Company's proxy statement every year until the next required vote on the frequency of such votes.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by shareholders as follows:
Votes For |
Votes Against |
Votes Abstained |
667,518,200 |
32,625,685 |
1,557,853 |
Management’s proposed Amendment to Article IV was approved. The votes were as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
586,616,964 |
8,699,233 |
2,995,177 |
103,390,364 |
Management’s proposed Amendment to Article XI was approved. The votes were as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
582,931,249 |
9,245,347 |
6,134,778 |
103,390,364 |
A shareholder proposal regarding a policy to require an independent Chair was not approved. The votes were as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Vote |
239,650,310 |
355,455,206 |
3,205,858 |
103,390,364 |
Item 9.01 Financial Statements and Exhibits.
Exhibits |
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3.1 |
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Dominion Energy, Inc. Bylaws, amended and restated, effective May 10, 2023* |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith.
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.
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DOMINION ENERGY, INC. |
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Date: |
May 11, 2023 |
By: |
/s/ Carter M. Reid |
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Carter M. Reid |