SEC Form 8-K filed by Public Service Enterprise Group Incorporated

 

 

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) April 16, 2024

 

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)

 

 

New Jersey		001-09120		22-2625848
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

80 Park Plaza Newark, New Jersey 07102

(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

 

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:

 

Title of Each Class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock without par value		PEG		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 Stockholders of Public Service Enterprise Group Incorporated (PSEG) was held on April 16, 2024. Proxies for the meeting were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors. The advisory vote on executive compensation was approved.

The amendments to our Certificate of Incorporation and/or By-Laws to eliminate the:

 

•

supermajority voting requirements for certain business combinations,

 

•

supermajority voting requirements to remove a director without cause, and

 

•

supermajority voting requirement to make certain amendments to our By-Laws

did not receive the required affirmative vote of 80% of the number of shares outstanding and eligible to vote and were not approved.

The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified. Final results of the voting are provided below:

Proposal 1:

Election of Directors

 

Terms expiring in 2025		Votes For				Votes Against				Abstentions				Broker Non-Votes
Ralph A. LaRossa			367,968,329				19,837,342				1,651,572				53,717,331
Susan Tomasky			386,650,830				2,146,238				660,175				53,717,331
Willie A. Deese			381,057,670				7,673,053				726,520				53,717,331
Jamie M. Gentoso			387,326,398				1,440,590				690,255				53,717,331
Barry H. Ostrowsky			382,119,764				6,592,736				744,743				53,717,331
Ricardo G. Pérez			387,520,671				1,187,881				748,691				53,717,331
Valerie A. Smith			383,350,977				5,421,332				684,934				53,717,331
Scott G. Stephenson			387,155,521				1,571,943				729,779				53,717,331
Laura A. Sugg			387,096,140				1,692,529				668,574				53,717,331
John P. Surma			371,415,352				17,299,257				742,634				53,717,331
Kenneth Y. Tanji			387,382,593				1,332,768				741,882				53,717,331
Proposal 2:		Votes For				Votes Against				Abstentions				Broker Non-Votes
Advisory Vote on the Approval of Executive Compensation			364,904,707				22,826,130				1,726,406				53,717,331

 

 

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Proposal 3(a):		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirements for certain business combinations			383,357,251				4,697,500				1,402,492				53,717,331
Proposal 3(b):		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation and By-Laws – to eliminate supermajority voting requirements to remove a director without cause			383,416,892				4,644,743				1,395,608				53,717,331
Proposal 3(c):		Votes For				Votes Against				Abstentions				Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirement to make certain amendments to our By-Laws			382,721,554				5,225,332				1,510,357				53,717,331
Proposal 4:		Votes For				Votes Against				Abstentions				Broker Non-Votes
Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for 2024			418,240,654				24,031,912				902,008				0

 

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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.

 

Date: April 19, 2024

 

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