Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 29, 2022
NorthWestern Corporation
(Exact name of registrant as specified in its charter)
Delaware
1-10499
46-0172280
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
3010 W. 69th Street
Sioux Falls
South Dakota
57108
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 605-978-2900
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
NWE
Nasdaq Stock Market LLC
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
On April 29, 2022, NorthWestern Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 51,396,493 shares of common stock, par value $.01, were present in person or by proxies. This represented nearly 95 percent of the 54,132,943 shares of common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the stockholders:
•Elected all eight of the directors nominated by the Board of Directors;
•Ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm; and
•Approved, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's Proxy Statement.
Set forth below are the final voting results on each such matter.
1. Election of Directors. The Board of Directors of the Company nominated eight persons for election as directors of the Company, each to hold office for a one-year term expiring at the 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, and no other person was nominated. The votes cast for or withheld with respect to each nominee were as follows:
Name of Director
For
Withheld
Broker Non-Votes
Anthony T. Clark
48,932,333
323,334
2,140,826
Dana J. Dykhouse
48,997,998
257,669
2,140,826
Jan R. Horsfall
49,130,037
125,630
2,140,826
Britt E. Ide
48,880,495
375,172
2,140,826
Robert C. Rowe
49,129,950
125,717
2,140,826
Linda G. Sullivan
49,131,395
124,272
2,140,826
Mahvash Yazdi
48,907,545
348,122
2,140,826
Jeffrey W. Yingling
48,768,908
486,759
2,140,826
2. Ratification of Independent Registered Public Accounting Firm. The votes cast with respect to the ratification of Deloitte & Touche LLP as our independent registered accounting firm were as follows:
For
Against
Abstain
50,323,566
1,044,567
28,360
3. Advisory Vote on Executive Compensation. The votes cast with respect to the advisory vote to approve named executive officer compensation were as follows:
For
Against
Abstain
Broker Non-Votes
47,991,210
1,196,814
67,643
2,140,826
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.
