2015 annual meeting 8-K


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 – May 27, 2015
(Date of earliest event reported)
QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Utah
001-08796
87-0407509
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

333 South State Street, P.O. Box 45433, Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 324-5900
Not Applicable
(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):
[ ]
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.
On May 27, 2015, the Board of Directors of Questar Corporation approved entering into a waiver and release agreement with Mr. James R. Livsey in connection with his accelerated voluntary retirement and termination of his employment on May 28, 2015 for succession planning purposes. Mr. Livsey served as the Company’s executive vice president and the chief operating officer of Questar’s subsidiary, Wexpro Company. The waiver and release agreement provides for a lump sum cash payment in the amount of $350,000, less any amounts for federal, state, local or other taxes required to be withheld pursuant to any applicable law or regulations, which shall be paid on the eighth day following Mr. Livsey’s delivery of the waiver and release agreement.
The foregoing description of the waiver and release agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the waiver and release agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.
Questar Corporation (the "Company") held its Annual Meeting on May 27, 2015. At the meeting, shareholders voted on the election of the directors and on four proposals:
Voting results on the election of directors to hold office until the annual meeting in 2016 were as follows:
Name
Votes For
Votes Against
Abstain
Broker Non-Votes
Teresa Beck
141,146,652
1,266,178
285,028
16,801,613
Laurence M. Downes
141,241,275
1,167,079
289,504
16,801,613
Christopher A. Helms
141,537,028
870,319
290,511
16,801,613
Ronald W. Jibson
139,081,178
3,538,167
78,513
16,801,613
James T. McManus, II
141,714,472
586,804
396,582
16,801,613
Rebecca Ranich
140,480,338
1,933,621
283,899
16,801,613
Harris H. Simmons
140,969,643
1,433,963
294,252
16,801,613
Bruce A. Williamson
138,816,826
3,544,598
336,434
16,801,613
Voting results on the proposal to approve, on an advisory basis, the named executive officer compensation were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
136,375,702
5,764,481
557,675
16,801,613
Voting results on the proposal to re-approve and amend the Questar Corporation Long-term Stock Incentive Plan:
Votes For
Votes Against
Abstentions
Broker Non-Votes
138,343,797
3,554,192
799,869
16,801,613
Voting results on the proposal to re-approve the Questar Corporation Annual Management Incentive Plan II:
Votes For
Votes Against
Abstentions
Broker Non-Votes
139,973,110
2,206,107
518,641
16,801,613
Voting results on the proposal to ratify the selection of Ernst & Young as the Company's independent auditor were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
158,925,769
392,224
181,478
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Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
Exhibit
10.1
Questar Corporation Waiver and Release Agreement with James R. Livsey



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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 thereunto duly authorized.
 
 
QUESTAR CORPORATION
(Registrant)
 
 
 
June 1, 2015
 
/s/ Julie A. Wray
 
 
Julie A. Wray
Corporate Secretary

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Exhibit No.
Exhibit
10.1
Questar Corporation Waiver and Release Agreement with James R. Livsey
 
 


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