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): March 5, 2009
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Commission
File Number
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Exact name of registrant as specified in its charter
and principal office address and telephone number
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State of
Incorporation
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I.R.S.
Employer
Identification
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1-16163
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WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
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Virginia
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52-2210912 |
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Former name or former address, if changed since last report: None
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On March 5, 2009, the Board of Directors of WGL Holdings, Inc. (WGL Holdings), amended Article III,
Section 3 of its Bylaws. The Bylaw amendment provides that in the absence of the Chairman of the
Board, the Lead Director shall preside at meetings of the Board of Directors. In the absence of
the Chairman of the Board and the Lead Director, and provided that a quorum is present, the senior
member of the Board of Directors present, in terms of service on the Board, shall serve as Chairman
pro tem of the meeting. This Bylaw amendment conforms the Bylaws to existing provisions of the
Corporate Governance Guidelines. The amendment became effective immediately upon adoption.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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3(ii) Bylaws, as amended, of WGL Holdings, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly
caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
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WGL Holdings, Inc. |
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(Registrant) |
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Date: March 6, 2009
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/s/ Mark P. O’Flynn |
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Mark P. O’Flynn |
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Controller |
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(Principal Accounting Officer) |
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