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, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702 ) 876‑7237
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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:
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 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (“Annual Meeting”) of Southwest Gas Holdings, Inc. (“Company”) was held on May 4, 2023. Holders of approximately 59,683,446 shares of common stock, $1 par value per share, of the Company were represented in person or by proxy. At the Annual Meeting, the Company’s stockholders (i) elected each of the persons listed below to serve as a director of the Company for a term that will continue until the next Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iii) approved, on a non-binding, advisory basis, an annual frequency for the non-binding vote on the Company’s executive compensation, and (iv) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2023. The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting:
Proposal 1. The election of directors.
Name | For | Withhold | Broker Non-Votes | ||||||||||||||
E. Renae Conley | 54,976,962 | 1,499,877 | 3,206,607 | ||||||||||||||
Andrew W. Evans | 55,769,295 | 707,544 | 3,206,607 | ||||||||||||||
Karen S. Haller | 56,076,304 | 400,535 | 3,206,607 | ||||||||||||||
Jane Lewis-Raymond | 54,474,835 | 2,002,004 | 3,206,607 | ||||||||||||||
Henry P. Linginfelter | 55,866,323 | 610,516 | 3,206,607 | ||||||||||||||
Anne L. Mariucci | 51,805,169 | 4,671,670 | 3,206,607 | ||||||||||||||
Carlos A. Ruisanchez | 55,869,351 | 607,488 | 3,206,607 | ||||||||||||||
Ruby Sharma | 50,000,014 | 6,476,825 | 3,206,607 | ||||||||||||||
Andrew J. Teno | 52,626,354 | 3,850,485 | 3,206,607 | ||||||||||||||
A. Randall Thoman | 54,178,018 | 2,298,821 | 3,206,607 | ||||||||||||||
Leslie T. Thornton | 54,768,241 | 1,708,598 | 3,206,607 | ||||||||||||||
Proposal 2. Advisory vote to approve the Company's executive compensation.
For | Against | Abstain | Broker Non-Votes | |||||||||||
| 54,189,966 | 2,116,247 | 170,626 | 3,206,607 | |||||||||||
Proposal 3. Advisory vote to approve the frequency of the advisory vote on the Company’s executive compensation.
1-Year | 2-Years | 3-Years | Abstain | Broker Non-Votes | ||||||||||
| 54,976,007 | 202,616 | 1,116,949 | 181,266 | 3,206,607 | ||||||||||
Based on its recommendation to stockholders for a vote in favor of an annual advisory vote and the voting results showing approximately 97% of the Company's shares in favor of an annual vote, the Company’s Board of Directors has decided to continue to hold an annual advisory vote on the Company’s executive compensation.
Proposal 4. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2023.
For | Against | Abstain | |||||||||
| 58,499,896 | 1,098,251 | 85,299 | |||||||||
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.
| SOUTHWEST GAS HOLDINGS, INC. | ||||||||
| May 9, 2023 | /s/ Thomas E. Moran | |||||||
| Thomas E. Moran | ||||||||
Vice President/General Counsel/Corporate Secretary | ||||||||