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 18, 2010
(Date of earliest event reported)
QUESTAR CORPORATION
(Exact name of registrant as specified in its charter)
STATE OF UTAH | 001-08796 | 87-0407509 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
180 East 100 South Street, P.O. Box 45433 Salt Lake City, Utah 84145-0433
(Address of principal executive offices)
Registrant's telephone number, including area code (801) 324-5699
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 (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))
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Item 5.02
Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 17, 2010, the Management Performance Committee of the Company’s Board of Directors nominated Richard J. Doleshek to participate in the Company’s Supplemental Executive Retirement Plan (SERP). The SERP is described in the Company’s proxy statement filed with the Commission on April 7, 2010.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 18, 2010, the Board of Directors amended the Company’s Bylaws, Exhibit 99.1 to this report on Form 8-K, to implement majority voting.
99.1
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 18, 2010. At the meeting shareholders voted on the election of six directors to serve on the board and on several proposals:
Voting results on the election of three directors to hold office until the annual meeting in 2010 were as follows:
|
|
|
|
Name | Votes For | Votes Withheld | Broker Non-Vote |
Teresa Beck | 93,597,178 | 39,677,387 | 15,186,700 |
R. D. Cash | 125,807,273 | 7,467,292 | 15,186,700 |
James A. Harmon | 93,699,925 | 39,574,640 | 15,186,700 |
Robert E. McKee | 93,993,831 | 39,280,734 | 15,186,700 |
Gary G. Michael | 93,581,643 | 39,692,922 | 15,186,700 |
Charles B. Stanley | 125,356,134 | 7,918,431 | 15,186,700 |
Voting results on a proposal to ratify the selection of Ernst & Young as the Company's independent auditor were as follows:
Votes For | Votes Against | Abstentions |
145,936,456 | 2,269,375 | 255,434 |
Voting results on a proposal to approve amendments to the Articles of Incorporation of the Company to provide for the adoption of majority voting in uncontested director elections were as follows:
Votes For | Votes Against | Abstentions |
141,389,470 | 6,814,218 | 257,577 |
Voting results on a proposal to approve the Amended and Restated Long-term Stock Incentive Plan were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
113,908,218 | 19,069,646 | 296,701 | 15,186,700 |
Voting results on a proposal to approve performance metrics and amendments to the Annual Management Incentive Plan II were as follows:
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Votes For | Votes Against | Abstentions |
139,907,465 | 7,953,753 | 600,047 |
Voting results on a proposal to approve an amendment to the Articles of Incorporation to eliminate a provision of imposing limits on the issuance of preferred stock were as follows:
Votes For | Votes Against | Votes Withheld |
135,050,674 | 14,414,369 | 607,436 |
Voting results on a proposal to approve performance metrics and amendments to the Long-Term Cash Incentive Plan were as follows:
Votes For | Votes Against | Votes Withheld |
117,086,257 | 32,303,122 | 691,100 |
A vote on a proposal to hold an advisory vote on executive compensation was as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
63,404,623 | 67,764,146 | 2,105,796 | 15,186,700 |
Item 9.01
Financial Statements and Exhibits.
(c)
Exhibits.
Exhibit No.
Exhibit
99.1
Amended Bylaws
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 thereunto duly authorized.
QUESTAR CORPORATION
(Registrant)
May 20, 2010
/s/Richard J. Doleshek
Richard J. Doleshek
Executive Vice President and
Chief Financial Officer
List of Exhibits:
Exhibit No.
Exhibit
99.1
Amended Bylaws
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