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
April 24, 2020
(Date of earliest event reported)

SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

New Jersey
 001-06364
22-1901645
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1 South Jersey Plaza, Folsom, New Jersey 08037
(Address of principal executive offices, including 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-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock - $1.25 par value per share
SJI
New York Stock Exchange
5.625% Junior Subordinated Notes due 2079
SJIJ
New York Stock Exchange
Corporate Units
SJIU
New York Stock Exchange

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

In connection with the election of Directors at the annual meeting, the Board approved an amendment to the Company’s By-Laws decreasing the number of Board Members from twelve (12) to ten (10).  The revised By-Laws are attached hereto as Exhibit 3.1.

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

On April 24, 2020, the Company held its 2020 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, and (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020.
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
71,519,941
409,913
125,161
10,791,843
Keith S. Campbell
69,779,876
2,162,412
112,727
10,791,843
Victor A. Fortkiewicz
71,517,017
419,597
118,401
10,791,843
Sheila Harnett-Devlin
71,135,796
800,591
118,628
10,791,843
G. Edison Holland Jr.
71,609,177
304,073
141,765
10,791,843
Sunita Holzer
71,459,138
469,191
126,686
10,791,843
Kevin M. O’Dowd
71,576,031
339,161
139,823
10,791,843
Michael J. Renna
71,362,707
565,090
127,218
10,791,843
Joseph M. Rigby
71,503,607
419,653
131,755
10,791,843
Frank L. Sims
71,681,955
255,950
117,110
10,791,843

 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 2: Advisory Vote to Approve Executive Compensation
69,501,586
2,313,659
239,770
 10,791,843

 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2020
81,316,942
1,445,686
84,230
--

Item 9.01
Financial and Exhibits

Exhibit Index

3.1
South Jersey Industries, Inc. By-Laws effective April 24, 2020

104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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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 29, 2020
/s/ Melissa Orsen
 
Melissa Orsen
 
Senior Vice President and General Counsel


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