form8k.htm
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 16, 2012
 
Xcel Energy Inc.
(Exact name of registrant as specified in its charter)
 
Minnesota
(State or other jurisdiction of incorporation)
 
001-3034
41-0448030
(Commission File Number)
(IRS Employer Identification No.)
   
414 Nicollet Mall, Minneapolis, Minnesota
55401
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (612) 330-5500
 
N/A
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o
Written 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.

Xcel Energy Inc. (the Company) held its 2012 annual meeting of shareholders on May 16, 2012. At the meeting, shareholders:

 
·
elected all 11 directors nominated by the Board of Directors;
 
·
ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012;
 
·
approved an amendment to eliminate cumulative voting in the election of directors;
 
·
approved other stylistic, clarifying and conforming amendments to, and the restatement of, the Company’s Amended and Restated Articles of Incorporation;
 
·
approved, on an advisory basis, the Company’s executive compensation as set forth in the 2012 proxy statement; and
 
·
did not approve a shareholder proposal presented at the meeting on the separation of the role of Chairman and Chief Executive Officer.
 
Set forth below are the final voting results for each of the proposals.

Proposal 1 — Election of Directors

Name
Votes For
Votes
Against
Votes
Withheld
Broker
Non-Vote
Gail Koziara Boudreaux
328,817,833
5,012,537
1,763,285
74,499,939
Fredric W. Corrigan
326,312,568
7,475,975
1,805,112
74,499,939
Richard K. Davis
329,418,246
4,342,204
1,833,205
74,499,939
Benjamin G.S. Fowke III
324,438,275
9,150,319
2,005,061
74,499,939
Albert F. Moreno
327,009,797
6,746,768
1,837,090
74,499,939
Christopher J. Policinski
326,574,436
7,217,855
1,801,364
74,499,939
A. Patricia Sampson
323,726,486
10,052,204
1,814,965
74,499,939
James J. Sheppard
329,926,958
3,843,801
1,822,896
74,499,939
David A. Westerlund
326,668,069
7,065,145
1,860,441
74,499,939
Kim Williams
329,623,932
4,159,514
1,810,209
74,499,939
Timothy V. Wolf
329,480,201
4,252,462
1,860,992
74,499,939

 
 
 

Proposal 2 — Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.

Votes For
Votes Against
Votes Abstained
  
403,917,970
4,571,342
1,604,282
  

Proposal 3 — Proposal to amend the Company’s Amended and Restated Articles of Incorporation to eliminate cumulative voting in the election of directors.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
250,724,039
82,585,544
2,283,187
74,500,824

Proposal 4 — Proposal to approve other amendments to, and the restatement of, the Company’s Amended and Restated Articles of Incorporation.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
395,890,866
9,637,676
4,564,167
885

Proposal 5 —Advisory vote on executive compensation.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
308,666,380
23,032,804
3,893,586
74,500,824

Proposal 6 — Shareholder proposal on the separation of the role of the Chairman and Chief Executive Officer.

Votes For
Votes Against
Votes Abstained
Broker Non-Votes
85,734,523
246,222,119
3,636,128
74,500,824

Item 9.01.
Financial Statements and Exhibits.

 
(d)
Exhibits

 
3.01
Amended and Restated Articles of Incorporation of Xcel Energy, as amended and restated on May 16, 2012.

 
 
 

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.

May 18, 2012
Xcel Energy Inc.
(a Minnesota corporation)
   
   
 
/s/ Cathy J. Hart
 
Cathy J. Hart
 
Vice President and Corporate Secretary

 
 
 

Exhibit Index

Amended and Restated Articles of Incorporation of Xcel Energy, as amended and restated on May 16, 2012.