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 3, 2012
Commission File Number 1-11607 |
Exact Name of Registrant as Specified in its
|
IRS Employer Identification No. 38-3217752 |
DTE Energy Company (a Michigan corporation) |
One Energy Plaza
Detroit, Michigan 48226-1279
313-235-4000
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) | Effective with the May 3, 2012 Annual Meeting of Shareholders (the Annual Meeting), John E. Lobbia, a member of the Board of Directors (the Board) of DTE Energy Company (the Company), retired from the Board. Mr. Lobbia reached the Boards mandatory retirement age in 2011. Mr. Lobbia was elected at the 2009 Annual Meeting of Shareholders to a three-year term expiring at the 2012 Annual Meeting of Shareholders |
(b) | At the Annual Meeting the shareholders approved amendments to the Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan (the LTIP). A description of the amendments can be found in the Companys definitive proxy statement for the Annual Meeting dated March 15, 2012 (the Proxy) in the section entitled Proposal No. 4 Management Proposal Approval of the Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan, which is incorporated herein by reference. This description is qualified in its entirety by reference to the amended and restated LTIP attached to the Proxy as Exhibit A. |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) | The Annual Meeting was held on May 3, 2012. |
(b) | At the Annual Meeting: |
(i) | The nominees named in the Proxy were all elected as follows: Gerard M. Anderson, Charles G. McClure, Jr., Eugene A. Miller, Charles W. Pryor, Jr. and Ruth G. Shaw were each elected to serve as a director for a one-year term expiring in 2013, with the votes shown: |
Total Votes For Each Director |
Total Votes Withheld From Each Director |
Broker Non-Votes | ||||||||||
Gerard M. Anderson |
109,472,534 | 3,167,456 | 23,398,190 | |||||||||
Charles G. McClure, Jr. |
108,979,628 | 3,660,362 | 23,398,190 | |||||||||
Eugene A. Miller |
107,963,352 | 4,676,638 | 23,398,190 | |||||||||
Charles W. Pryor, Jr. |
110,545,350 | 2,094,640 | 23,398,190 | |||||||||
Ruth G. Shaw |
102,716,446 | 9,923,544 | 23,398,190 |
(ii) | Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year 2012, with the votes shown: |
For |
Against |
Abstentions |
Broker Non-Votes | |||
134,188,689 |
1,208,494 | 640,997 | 0 |
(iii) | Shareholders approved, on an advisory basis, the overall executive compensation paid to the Companys named executive officers as more fully described in the Proxy, with the votes shown: |
For |
Against |
Abstentions |
Broker Non-Votes | |||
103,278,031 |
7,943,326 | 1,418,324 | 23,398,499 |
(iv) | Shareholders approved the amendment to the Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan as more fully described in the Proxy, with the votes shown: |
For |
Against |
Abstentions |
Broker Non-Votes | |||
94,319,691 |
16,964,762 | 1,355,228 | 23,398,499 |
(v) | Shareholders did not approve the proposal relating to political contributions as more fully described in the Proxy, with the votes shown: |
For |
Against |
Abstentions |
Broker Non-Votes | |||
31,516,656 |
78,165,962 | 2,923,349 | 23,432,213 |
(vi) | Shareholders did not approve the proposal relating to greenhouse gas emissions as more fully described in the Proxy, with the votes shown: |
For |
Against |
Abstentions |
Broker Non-Votes | |||
31,947,907 |
76,500,948 | 4,190,826 | 23,398,499 |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Proposal No. 4 Management Proposal Approval of the Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan, appearing on pages 32-35 of the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 15, 2012 is incorporated by reference herein. |
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.
Date: May 9, 2012
DTE ENERGY COMPANY (Registrant) | ||
/s/ Lisa A. Muschong | ||
Lisa A. Muschong | ||
Corporate Secretary |
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Proposal No. 4 Management Proposal Approval of the Amended and Restated DTE Energy Company 2006 Long-Term Incentive Plan, appearing on pages 32-35 of the Companys Definitive Proxy Statement filed with the Securities and Exchange Commission on March 15, 2012 is incorporated by reference herein. |