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


May 14, 2019

Date of report (date of earliest event reported)


Commission

File No.

 

Name of Registrant, State of Incorporation, Address

of Principal Executive Offices, and Telephone No.

 

IRS Employer

Identification No.


000-49965

 


MGE Energy, Inc.

(a Wisconsin Corporation)

133 South Blair Street

Madison, Wisconsin 53788

(608) 252-7000

mgeenergy.com

 


39-2040501


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. [ ]


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, $1 Par Value Per Share

 

MGEE

 

The Nasdaq Stock Market




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Item 5.07. Submission of Matters to a Vote of Security Holders.


MGE Energy's Annual Meeting of Shareholders was held on May 14, 2019, in Middleton, Wisconsin. The results of voting on each of the matters submitted to a vote of security holders during the annual meeting were as follows:


1.

Election of three Class III Directors with terms of office expiring at the 2022 annual meeting of shareholders.


 

For Votes

 

Withhold Votes

 

Broker Non-Votes

Mark D. Bugher

22,125,845

 

483,831

 

5,744,073

F. Curtis Hastings

21,973,316

 

636,360

 

5,744,073

James L. Possin

22,155,975

 

453,701

 

5,744,073


No votes were cast for any other nominee. The directors continuing in office are:


Class I Directors

Term Expires in 2020

 

Class II Directors

Term Expires in 2021

James G. Berbee

Londa J. Dewey

Thomas R. Stolper

 

Marcia M. Anderson

Jeffrey M. Keebler

Gary J. Wolter


2.

Ratification of selection of PricewaterhouseCoopers LLP to serve as MGE Energy's independent registered public accounting firm for the year 2019.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

27,645,816

 

497,062

 

210,871

 

0


As described in the Proxy Statement, the votes "For" needed to exceed the votes cast "Against" at the meeting in order to ratify the selection of the auditors. Abstentions do not have any effect. Below are the percentages of the votes cast either "For" or "Against" ratification of PricewaterhouseCoopers LLP for the fiscal year 2019.


For

 

Against

98%

 

2%


3.

Advisory vote on executive compensation as disclosed in the annual meeting proxy statement.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

20,164,460

 

1,771,776

 

673,440

 

5,744,073


As described in the Proxy Statement, the advisory vote on executive compensation is nonbinding, as provided by law. Below are the percentages of the votes cast either "For" or "Against" the advisory vote on executive compensation.


For

 

Against

92%

 

8%




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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.


 

MGE Energy, Inc.

 

(Registrant)

 

 

 

 

 

 

Date: May 16, 2019

/s/ Jeffrey C. Newman

 

Jeffrey C. Newman

Executive Vice President, Chief Financial Officer,

Secretary and Treasurer




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