(Exact name of registrant as specified in its charter)
Commission file number 1-38681
Oregon
82-4710680
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
250 S.W. Taylor Street, Portland, Oregon97204
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (503)226-4211
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 (see General Instruction A.2. below):
☐
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))
Securities registered pursuant to Section 12(b) of the Act:
Registrant
Title of each class
Trading Symbol
Name of each exchange on which registered
Northwest Natural Holding Company
Common Stock
NWN
New York Stock Exchange
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. ☐
Item 5.07
Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of Northwest Natural Holding Company (Company) was held on May 23, 2022. At the meeting, shareholders voted on the following items:
Proposal 1: The following Class II nominees were elected to serve on the Board of Directors until the 2025 Annual Meeting, or until their successors have been duly qualified and elected:
NOMINEE
FOR
WITHHELD
BROKER NON-VOTES
Class II, Term to 2025
Sandra McDonough
25,412,971
246,922
4,086,566
Jane L. Peverett
24,478,861
1,181,032
4,086,566
Kenneth Thrasher
23,368,667
2,291,226
4,086,566
Charles A. Wilhoite
25,021,716
638,177
4,086,566
Proposal 2: The amendment to the Company’s Employee Stock Purchase Program to modify the eligibility requirements to participate and to increase the number of shares reserved for issuance was approved.
FOR
25,256,663
AGAINST
269,190
ABSTAIN
134,040
BROKER
NON-VOTES
4,086,566
Proposal 3: The non-binding advisory vote on compensation of the Named Executive Officers was approved.
FOR
24,555,068
AGAINST
924,110
ABSTAIN
180,715
BROKER
NON-VOTES
4,086,566
Proposal 4: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2022 was ratified.
FOR
28,782,018
AGAINST
885,245
ABSTAIN
79,196
BROKER
NON-VOTES
N/A
SIGNATURE
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.
