false0001692115
0001692115
2020-05-07
2020-05-07
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 7, 2020
SOUTHWEST GAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37976
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81-3881866
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Southwest Gas Holdings, Inc. Common Stock, $1 Par Value
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SWX
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New York Stock Exchange
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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))
Indicate by check mark whether the registrant is an emerging growth company 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Southwest Gas Holdings, Inc. (the “Company”) was held on May 7, 2020. Holders of approximately 47,792,444 shares of common stock were represented in person or by proxy. The Company’s stockholders (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 stockholders or until his or her successor has been duly elected and qualified or the director’s earlier resignation, death, or removal, (ii) approved the advisory vote on named executive officer compensation, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. The following tables present the final results of voting on each of the matters submitted to a vote at the Annual Meeting of Stockholders:
Proposal 1. The election of ten (10) directors.
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Name
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For
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Withhold
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Broker Non-Votes
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Robert L. Boughner
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44,428,914
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719,889
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2,643,641
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José A. Cárdenas
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44,884,556
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264,247
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2,643,641
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Stephen C. Comer
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44,292,350
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856,453
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2,643,641
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John P. Hester
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44,583,957
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564,846
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2,643,641
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Jane Lewis-Raymond
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44,974,155
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174,648
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2,643,641
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Anne L. Mariucci
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43,404,148
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1,744,654
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2,643,641
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Michael J. Melarkey
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42,662,088
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2,486,715
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2,643,641
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A. Randall Thoman
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44,775,540
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373,263
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2,643,641
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Thomas A. Thomas
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44,430,355
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718,448
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2,643,641
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Leslie T. Thornton
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44,820,268
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328,535
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2,643,641
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Proposal 2. Advisory vote to approve the Company's executive compensation.
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For
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Against
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Abstain
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Broker Non-Votes
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44,090,855
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804,996
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252,951
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2,643,641
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Proposal 3. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2020.
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For
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Against
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Abstain
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47,156,851
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453,925
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181,667
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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 hereunto duly authorized.
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SOUTHWEST GAS HOLDINGS, INC.
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Date: May 11, 2020
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/s/ THOMAS E. MORAN
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Thomas E. Moran
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Corporate Secretary/Legal Counsel
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