Form 8-K
0001161728FALSE 0001161728 2020-05-19 2020-05-19

 

 

 

 

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 19, 2020

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).

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

1


 

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

 

MGE Energy's Annual Meeting of Shareholders was held on May 19, 2020. 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 I Directors with terms of office expiring at the 2023 annual meeting of shareholders.

 

 

 

 

For Votes

 

Withhold Votes

 

Broker Non-Votes

 

 

James G. Berbee

 

22,579,071

 

546,454

 

5,312,507

 

 

Londa J. Dewey

 

22,665,438

 

460,087

 

5,312,507

 

 

Thomas R. Stolper

 

22,620,391

 

505,134

 

5,312,507

 

 

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

 

 

Class II Directors

 

Class III Directors

 

 

Term Expires 2021

 

Term Expires 2022

 

 

Marcia M. Anderson

 

Mark D. Bugher

 

 

Jeffrey M. Keebler

 

F. Curtis Hastings

 

 

Gary J. Wolter

 

James L. Possin

 

 

2. Approval of MGE Energy's 2021 long term incentive plan.

 

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

 

 

21,832,774

 

916,671

 

376,080

 

5,312,507

 

 

As described in the Proxy Statement, the votes "For" must exceed the votes cast "Against" at the meeting in order to approve the 2021 Long-Term Incentive Plan. Abstentions and broker nonvotes do not have any effect. Below are the percentages of the votes cast either "For" or "Against" approval of MGE Energy's 2021 Long-Term Incentive Plan.

 

 

For

 

Against

 

 

96%

 

4%

 

 

3. Ratification of selection of PricewaterhouseCoopers LLP to serve as MGE Energy's independent registered public accounting firm for the year 2020.

 

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

 

 

27,461,495

 

796,481

 

180,056

 

0

 

 

As described in the Proxy Statement, the votes "For" must 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 2020.

 

 

For

 

Against

 

 

97%

 

3%

 

2


 

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

 

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

 

 

20,477,980

 

1,987,925

 

659,620

 

5,312,507

 

 

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

 

 

91%

 

9%

 

 

5. Shareholder proposal relating to nominating an environmental expert to the MGE Energy Board of Directors

 

 

For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

 

 

2,531,665

 

19,779,337

 

814,523

 

5,312,507

 

 

As described in the Proxy Statement, the nonbinding shareholder proposal must receive the affirmative vote of a majority of the votes cast in order to pass. Abstentions and broker nonvotes do not have any effect. Notwithstanding the shareholder vote on the shareholder proposal, the ultimate adoption of such proposal is at the discretion of our board. Below are the percentages of the votes cast either "For" or "Against" the shareholder proposal.

 

 

For

 

Against

 

 

11%

 

89%

 

3


 

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 21, 2020

/s/ Jeffrey C. Newman

 

Jeffrey C. Newman

Executive Vice President, Chief Financial Officer,

Secretary and Treasurer

 

4

v3.20.1
Document and Entity Information
May 19, 2020
Document And Entity Information [Line Items]  
Entity Registrant Name MGE Energy, Inc.
Entity Central Index Key 0001161728
Document Type 8-K
Document Period End Date May 19, 2020
Amendment Flag false
Trading Symbol MGEE
Entity Emerging Growth Company false
Security Exchange Name NASDAQ
Security 12b Title Common Stock, $1 Par Value Per Share
Entity Tax Identification Number 39-2040501
Entity File Number 000-49965
Entity Address Address Line1 133 South Blair Street
Entity Address City Or Town Madison
Entity Address State Or Province WI
Entity Address Postal Zip Code 53788
City Area Code 608
Local Phone Number 252-7000
Written Communications false
Soliciting Material false
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Entity Incorporation State Country Code WI