form8k51016.htm





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, 2016


SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)


California
1-7850
88-0085720
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
     
5241 Spring Mountain Road
    
Post Office Box 98510
    
Las Vegas, Nevada
  
89193-8510
(Address of principal executive offices)
  
(Zip Code)


Registrant's telephone number, including area code: (702) 876-7237

 
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 5.07    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Southwest Gas Corporation (the “Company”) was held on May 4, 2016.  Holders of approximately 43,394,696 shares of common stock were represented in person or by proxy.  The Company’s shareholders (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 shareholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) amended and reapproved the Company’s Restricted Stock/Unit Plan, (iii) approved an amendment to the Company’s Bylaws to reduce the upper and lower limits of the range of required directors, (iv) approved the advisory vote on named executive officer compensation, and (v) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.  The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting of Shareholders:

Proposal 1.  The election of eleven (11) directors.

 
 
Name
 
For
 
Withheld
Broker
Non-votes
 
 
Robert L. Boughner
39,805,073
350,122
3,239,501
 
José A. Cárdenas
39,820,713
334,482
3,239,501
 
Thomas E. Chestnut
39,771,968
383,227
3,239,501
 
Stephen C. Comer
39,825,630
329,565
3,239,501
 
LeRoy C. Hanneman, Jr.
39,801,747
353,448
3,239,501
 
John P. Hester
39,775,318
379,877
3,239,501
 
Anne L. Mariucci
39,831,575
323,620
3,239,501
 
Michael J. Melarkey
39,703,076
452,119
3,239,501
 
A. Randall Thoman
39,833,229
321,966
3,239,501
 
Thomas A. Thomas
39,803,596
351,599
3,239,501
 
Terrence L. Wright
39,701,747
453,448
3,239,501

Proposal 2.  Amendment and reapproval of Restricted Stock/Unit Plan.

 
 
       For
 
Against
 
Abstain
Broker
Non-votes
 
 
39,090,199
773,716
291,280
3,239,501

Proposal 3.  Bylaw amendment to reduce the upper and lower limits of the range of required directors.

 
 
       For
 
Against
 
Abstain
Broker
Non-votes
 
 
39,632,891
298,045
224,259
3,239,501

 
 
 



Proposal 4.  Advisory vote to approve the Company’s executive compensation.
 
 
       For
 
Against
 
Abstain
Broker
Non-votes
 
 
39,066,407
775,441
313,347
3,239,501

Proposal 5.  The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2016.
 
 
      For
 
 
Against
 
Abstain
  
 
42,795,453
396,139
203,104
  


 
Item 9.01.    Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
       
Exhibit
No.
 
  
Description
  
     
3(ii)
  
Amended Bylaws of Southwest Gas Corporation.  Incorporated herein by reference to Exhibit 3(ii) to Form 10-Q for the quarter ended March 31, 2016, File No. 1-07850.
  
10.1
  
Southwest Gas Corporation Restricted Stock/Unit Plan, as amended and restated. Incorporated herein by reference to Appendix A to the Proxy Statement dated March 31, 2016, File No. 1-07850.
  
 
 

 
 
 



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 hereunto duly authorized.



 
SOUTHWEST GAS CORPORATION
   
   
   
Date: May 10, 2016
  
 
/s/ GREGORY J. PETERSON
 
Gregory J. Peterson
 
Vice President/Controller and
 
Chief Accounting Officer