Hawaiian Electric Industries Inc 8-K, filed May 11, 2020
Hawaiian Electric Industries Inc (HE)
8-K
2020-05-11
For: 2020-05-05
View Original
Added on
April 07, 2026
About this 8-K
Hawaiian Electric Industries Inc filed this 8-K on May 11, 2020, reporting on events of May 5, 2020.
Items reported
- Item 5.07: Shareholder vote results
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: May 5, 2020
| Exact Name of Registrant | Commission | I.R.S. Employer | ||||||
| as Specified in Its Charter | File Number | Identification No. | ||||||
State of Hawaii
(State or other jurisdiction of incorporation)
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:
(808 ) 543-5662 - HEI
(808 ) 543-7771 - Hawaiian Electric
Not applicable
(Former name or former address, if changed since last report.)
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:
Securities registered pursuant to 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| Hawaiian Electric Industries, Inc. | |||||||||||
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 Rule12b-2 of the Securities Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
| Hawaiian Electric Industries, Inc. | Hawaiian Electric Company, Inc. | ||||||||||
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.
| Hawaiian Electric Industries, Inc. | ☐ | Hawaiian Electric Company, Inc. | ☐ | ||||||||
Item 5.07 Submission of matters to a vote of security holders
HEI: The Annual Meeting of Shareholders (Annual Meeting) of Hawaiian Electric Industries, Inc. (HEI) was held on May 5, 2020. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934. As of February 28, 2020, the record date for the Annual Meeting, there were 109,145,492 shares of HEI Common Stock issued and outstanding and entitled to vote. There was no solicitation in opposition to the Class III nominees to the Board of Directors with terms ending at the 2023 Annual Meeting of Shareholders and Class I nominee to the Board of Directors with a term ending at the 2021 Annual Meeting of Shareholders, as listed in the proxy statement for the Annual Meeting, and all such nominees were elected to the Board of Directors. Shareholders also (1) approved, on an advisory basis, a resolution approving the compensation of HEI's named executive officers, (2) approved the amendment of the HEI Amended and Restated Articles of Incorporation to declassify the Board of Directors, (3) approved the amendment of the HEI Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested director elections, (4) ratified the appointment of Deloitte & Touche, LLP as HEI's independent registered public accounting firm for 2020.
The final record of the voting of shares at the Annual Meeting is as follows:
Shares of Common Stock | |||||||||||||||||||||||||||||
| For | Withheld | Against | Abstain | Broker Non-Vote | |||||||||||||||||||||||||
| Election of Class III Directors | |||||||||||||||||||||||||||||
| Peggy Y. Fowler | 84,735,846 | 1,443,052 | N/A | N/A | 14,992,561 | ||||||||||||||||||||||||
| Keith P. Russell | 85,030,146 | 1,148,752 | N/A | N/A | 14,992,561 | ||||||||||||||||||||||||
| Eva T. Zlotnicka | 84,625,678 | 1,553,220 | N/A | N/A | 14,992,561 | ||||||||||||||||||||||||
| Election of Class I Director | |||||||||||||||||||||||||||||
| Micah A. Kane | 84,884,176 | 1,294,722 | N/A | N/A | 14,992,561 | ||||||||||||||||||||||||
| Advisory vote on resolution approving the compensation of HEI's named executive officers | 80,876,675 | N/A | 4,114,668 | 1,187,555 | 14,992,561 | ||||||||||||||||||||||||
| Approval of the HEI Amended and Restated Articles of Incorporation to declassify the Board of Directors | 83,807,119 | N/A | 1,276,218 | 1,095,561 | 14,992,561 | ||||||||||||||||||||||||
| Approval of the HEI Amended and Restated Articles of Incorporation to adopt a majority voting standard in uncontested director elections | 84,482,190 | N/A | 1,015,623 | 681,085 | 14,992,561 | ||||||||||||||||||||||||
| Ratification of appointment of Deloitte & Touche, LLP as HEl's independent registered public accounting firm for 2020 | 99,838,948 | N/A | 701,034 | 631,477 | 0 | ||||||||||||||||||||||||
Class I Directors -- Richard J. Dahl and Constance H. Lau -- continue in office with terms ending at the 2021 Annual Meeting of Shareholders. Class II Directors - Celeste A. Connors, Thomas B. Fargo, Mary G. Powell, and William James Scilacci, Jr. -- continue in office with terms ending at the 2022 Annual Meeting of Shareholders.
Hawaiian Electric: On May 5, 2020, HEI, the sole common shareholder of Hawaiian Electric Company, Inc. (Hawaiian Electric), by written consent in lieu of an annual meeting of shareholders (1) fixed the number of Hawaiian Electric directors at , (2) elected James A. Ajello, Kevin M. Burke, Timothy E. Johns (Chairman), Scott W.H. Seu, and Kelvin H. Taketa to serve as directors until the next annual meeting of Hawaiian Electric shareholders, or until their successors are duly elected and qualified and (3) ratified the appointment of Deloitte & Touche, LLP as Hawaiian Electric's independent registered accounting firm for 2020.
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SIGNATURES
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 thereunto duly authorized. The signature of the undersigned companies shall be deemed to relate only to matters having reference to such companies and any subsidiaries thereof.
| HAWAIIAN ELECTRIC INDUSTRIES, INC. | HAWAIIAN ELECTRIC COMPANY, INC. | ||||
| (Registrant) | (Registrant) | ||||
| /s/ Gregory C. Hazelton | /s/ Tayne S. Y. Sekimura | ||||
| Gregory C. Hazelton | Tayne S. Y. Sekimura | ||||
| Executive Vice President and | Senior Vice President and | ||||
| Chief Financial Officer | Chief Financial Officer | ||||
| Date: May 11, 2020 | Date: May 11, 2020 | ||||
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