8-K0000073088false00000730882021-04-222021-04-22
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): April 22, 2021
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NorthWestern Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-10499 | 46-0172280 | ||||||||||||
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(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.)
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| 3010 W. 69th Street | Sioux Falls | South Dakota | 57108 | |||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: 605-978-2900
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock | NWE | Nasdaq Stock Market LLC | ||||||
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
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Item 5.07 Submission of Matters to a Vote of Security Holders
On April 22, 2021, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 47,964,126 shares of common stock, par value $.01, were present in person or by proxies. This represented nearly 95 percent of the 50,621,147 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders:
•Elected all eight of the directors nominated by the Board of Directors;
•Ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm;
•Approved the Company's amended and restated equity compensation plan; and
•Approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement.
Set forth below are the final voting results on each such matter.
1. Election of Directors. The Board of Directors of the Company nominated eight persons for election as directors of the Company, each to hold office for a one-year term expiring at the 2022 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, and no other person was nominated. The votes cast for or withheld with respect to each nominee were as follows:
| Name of Director | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Anthony T. Clark | 45,862,682 | 479,179 | 1,622,265 | |||||||||||||||||
| Dana J. Dykhouse | 38,552,277 | 7,789,584 | 1,622,265 | |||||||||||||||||
| Jan R. Horsfall | 46,229,697 | 112,164 | 1,622,265 | |||||||||||||||||
| Britt E. Ide | 45,989,178 | 352,683 | 1,622,265 | |||||||||||||||||
| Robert C. Rowe | 46,268,213 | 73,648 | 1,622,265 | |||||||||||||||||
| Linda G. Sullivan | 46,031,453 | 310,408 | 1,622,265 | |||||||||||||||||
| Mahvash Yazdi | 46,108,844 | 233,017 | 1,622,265 | |||||||||||||||||
| Jeffrey W. Yingling | 46,018,021 | 323,840 | 1,622,265 | |||||||||||||||||
2. Ratification of Independent Registered Public Accounting Firm. The votes cast with respect to the ratification of Deloitte & Touche LLP as our independent registered accounting firm were as follows:
| For | Against | Abstain | ||||||||||||
| 47,746,606 | 153,193 | 64,327 | ||||||||||||
3. Approval of Amended and Restated Equity Compensation Plan. The votes cast with respect to the approval of our amended and restated equity compensation plan were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 41,863,740 | 4,436,716 | 41,405 | 1,622,265 | |||||||||||||||||
3. Advisory Vote on Executive Compensation. The votes cast with respect to the advisory vote to approve named executive officer compensation were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 45,660,562 | 622,452 | 58,847 | 1,622,265 | |||||||||||||||||
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.
| NorthWestern Corporation | |||||||||||
| By: | /s/ Timothy P. Olson | ||||||||||
| Timothy P. Olson | |||||||||||
| Corporate Secretary | |||||||||||
Date: April 27, 2021