Commission | Exact name of registrant as specified in its charter | State of | I.R.S. Employer | ||||||||
File Number | and principal office address and telephone number | Incorporation | Identification No. | ||||||||
1-16163 |
WGL Holdings, Inc. |
Virginia | 52-2210912 | ||||||||
101 Constitution Ave., N.W. |
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Washington, D.C. 20080 |
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(703) 750-2000 |
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0-49807 |
Washington Gas Light Company |
District of | 53-0162882 | ||||||||
101 Constitution Ave., N.W. |
Columbia | ||||||||||
Washington, D.C. 20080 |
and Virginia | ||||||||||
(703) 750-4440 |
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item No. 1: | All of the boards nominees for director were elected to the Board of Directors of WGL Holdings, Inc. to serve until the companys 2012 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below: |
Nominee | For | Withheld | Abstain | Broker Non-Votes | ||||
Michael Barnes |
33,649,022 | 1,588,187 | 0 | 10,060,469 | ||||
George P. Clancy, Jr. |
33,208,014 | 2,029,195 | 0 | 10,060,469 | ||||
James W. Dyke, Jr. |
34,811,740 | 425,469 | 0 | 10,060,469 | ||||
Melvyn J. Estrin |
33,182,326 | 2,054,883 | 0 | 10,060,469 | ||||
James F. Lafond |
34,946,293 | 290,916 | 0 | 10,060,469 | ||||
Debra L. Lee |
32,722,573 | 2,514,636 | 0 | 10,060,469 | ||||
Terry D. McCallister |
33,646,292 | 1,590,917 | 0 | 10,060,469 |
Item No. 2: | The appointment of Deloitte & Touche LLP as the companys independent registered public accounting firm for fiscal 2011 was ratified by the shareowners, by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
43,547,141 | 1,576,159 | 174,378 | 0 |
Item No. 3: | A shareholder proposal to establish cumulative voting was defeated by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
12,560,859 | 22,158,216 | 518,134 | 10,060,469 |
Item No. 4: | The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
31,297,426 | 3,347,037 | 592,746 | 10,060,469 |
Item No. 5: | The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below: |
One-Year | Two-Year | Three-Year | ||||||
Frequency Vote | Frequency Vote | Frequency Vote | Abstain | Broker Non-Votes | ||||
29,680,218 | 414,536 | 4,526,139 | 616,316 | 10,060,469 |
Item No. 1: | All of the boards nominees for director were elected to the Board of Directors of Washington Gas Light Company to serve until the companys 2012 Annual Meeting or until their respective successors are elected and qualified, by the votes set forth in the table below: |
Nominee | For | Withheld | Abstain | Broker Non-Votes | ||||
Michael Barnes
|
46,479,636 | 0 | 0 | 0 | ||||
George P. Clancy, Jr.
|
46,479,636 | 0 | 0 | 0 | ||||
James W. Dyke, Jr.
|
46,479,636 | 0 | 0 | 0 | ||||
Melvyn J. Estrin
|
46,479,636 | 0 | 0 | 0 | ||||
James F. Lafond
|
46,479,636 | 0 | 0 | 0 | ||||
Debra L. Lee
|
46,479,636 | 0 | 0 | 0 | ||||
Terry D. McCallister
|
46,479,636 | 0 | 0 | 0 |
Item No. 2: | The appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for fiscal 2011 was ratified by the shareowners, by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
46,479,636
|
0 | 0 | 0 |
Item No. 3: | The shareowners approved, on an advisory (non-binding) basis, the compensation of certain executive officers, by the votes set forth in the table below: |
For | Against | Abstain | Broker Non-Votes | |||
46,479,636 | 0 | 0 | 0 |
Item No. 4:
|
The shareowners approved, on an advisory (non-binding) basis, the holding of an advisory (non-binding) vote on executive compensation on an annual basis, by the votes set forth in the table below: |
One-Year | Two-Year | Three-Year | ||||||
Frequency Vote | Frequency Vote | Frequency Vote | Abstain | Broker Non-Votes | ||||
46,479,636 | 0 | 0 | 0 | 0 |
WGL Holdings, Inc. and Washington Gas Light Company (Registrants) |
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Date: March 4, 2011 | /s/ William R. Ford | |||
William R. Ford | ||||
Controller (Principal Accounting Officer) |
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