LEGAL18780338v1SJIForm8-KforShareholderVote








 
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): April 24, 2014

SOUTH JERSEY INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)
 
New Jersey
 
1-6364
 
22-1901645
(State or Other Jurisdiction
 of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer 
 Identification No.)
 

1 South Jersey Plaza, Folsom, NJ 08037
(Address of Principal Executive Offices) (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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

On April 24, 2014, the Company held its 2014 annual meeting of shareholders. At the meeting, the shareholders voted on (1) the election of eleven directors nominated by the Board for one-year terms, (2) an advisory resolution to approve executive compensation, (3) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014, and (4) an amendment to the Company’s Certificate of Incorporation to make the provisions of Section 14A:3-6.1 to14A:3-6.9 of the New Jersey Business Corporation Act relating to derivative proceedings and shareholder class actions, applicable to the Company.

The shareholders elected all eleven director nominees, approved, on an advisory basis, executive compensation, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014, and approved the amendment to the Certificate of Incorporation.

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
 
24,730,419
 
136,553
 
54,072
 
5,019,482
Thomas A. Bracken
 
24,686,886
 
152,837
 
81,355
 
5,019,482
Keith S. Campbell
 
23,993,576
 
849,856
 
77,645
 
5,019,482
Victor A. Fortkiewicz
 
24,718,006
 
139,289
 
63,783
 
5,019,482
Edward J. Graham
 
23,750,267
 
1,128,540
 
42,271
 
5,019,482
Sheila Hartnett-Devlin
 
24,011,315
 
863,608
 
46,155
 
5,019,482
Walter M. Higgins III
 
24,722,794
 
149,039
 
49,245
 
5,019,482
Sunita Holzer
 
24,710,278
 
161,558
 
49,242
 
5,019,482
Joseph H. Petrowski
 
24,731,607
 
136,600
 
52,871
 
5,019,482
Michael J. Renna
 
23,990,100
 
844,069
 
86,909
 
5,019,482
Frank L. Sims
 
24,728,636
 
142,904
 
49,538
 
5,019,482





 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 2: Advisory Vote to Approve Executive Compensation
23,377,971
1,276,669
266,438
5,019,482

 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 3: Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2014
28,890,645
980,486
69,061
0
 
 
 
 
 
 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Proposal 4: Approval of Amendment to Certificate of Incorporation relating to derivative proceedings and shareholder class actions
16,139,967
13,545,048
202,529
53,016
 
 
 
 
 


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.
  
 
 
 
 
SOUTH JERSEY INDUSTRIES, INC.
 
  
 
  
 
  
Dated: April 28, 2014
By:
Gina Merritt-Epps, Esq  
 
Name: Gina Merritt-Epps, Esq.
Title: General Counsel & Corporate Secretary