Form 8-K

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



May 15, 2018

Date of report (date of earliest event reported)



Commission

File No.

 

Name of Registrant, State of Incorporation, Address

of Principal Executive Offices, and Telephone No.

 

IRS Employer

Identification No.


000-49965

 


MGE Energy, Inc.

(a Wisconsin Corporation)

133 South Blair Street

Madison, Wisconsin 53788

(608) 252-7000

mgeenergy.com

 


39-2040501


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:


[ ]

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 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. [ ]




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Item 5.07. Submission of Matters to a Vote of Security Holders.


MGE Energy, Inc.'s Annual Meeting of Shareholders was held on May 15, 2018, in Middleton, Wisconsin. The final results of voting on each of the matters submitted to a vote of security holders during MGE Energy's annual meeting of shareholders were as follows:


1.

Election of three Class II Directors with terms of office expiring at the 2021 annual meeting of shareholders.


 

For Votes

 

Withhold Votes

 

Broker Non-Votes

Marcia M. Anderson

 23,330,528

 

 388,527

 

5,510,610

Jeffrey M. Keebler

 23,192,253

 

 526,802

 

 5,510,610

Gary J. Wolter

 23,177,092

 

 541,963

 

 5,510,610


No votes were cast for any other nominee. The directors continuing in office are:


Class III Directors

Term Expires in 2019

 

Class I Directors

Term Expires in 2020

F. Curtis Hastings

 

James G. Berbee

James L. Possin

 

Londa J. Dewey

Mark D. Bugher

 

Regina M. Millner

 

 

Thomas R. Stolper


2.

Ratification of selection of PricewaterhouseCoopers LLP to serve as MGE Energy's independent registered public accounting firm for the year 2018.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

28,445,496

 

490,296

 

293,873

 

0


As described in the Proxy Statement, the votes "For" needed to exceed the votes cast "Against" at the meeting in order to ratify the selection of the auditors. Abstentions do not have any effect. Below are the percentages of the votes cast either "For" or "Against" ratification of PricewaterhouseCoopers for the fiscal year 2018.


For

 

Against

98%

 

2%


3.

Advisory vote on executive compensation as disclosed in the annual meeting proxy statement.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

21,143,113

 

1,850,964

 

724,978

 

5,510,610


As described in the Proxy Statement, the advisory vote on executive compensation is nonbinding, as provided by law. Below are the percentages of the votes cast either "For" or "Against" the advisory vote on executive compensation.


For

 

Against

92%

 

8%




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4.

Shareholder proposal relating to an electrification of the transportation sector study as disclosed in the annual meeting proxy statement.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

2,235,541

 

20,471,488

 

1,012,026

 

5,510,610


As described in the Proxy Statement, the nonbinding shareholder proposal needed to receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes do not have any effect. Below are the percentages of the votes cast either "For" or "Against" the nonbinding shareholder proposal.


For

 

Against

10%

 

90%


5.

Shareholder proposal relating to a report on 2-degree scenario as disclosed in the annual meeting proxy statement.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

2,477,061

 

19,760,826

 

1,481,168

 

5,510,610


As described in the Proxy Statement, the nonbinding shareholder proposal needed to receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes do not have any effect. Below are the percentages of the votes cast either "For" or "Against" the nonbinding shareholder proposal.


For

 

Against

11%

 

89%


6.

Shareholder proposal relating to a report on 100% renewable energy as disclosed in the annual meeting proxy statement.


For Votes

 

Against Votes

 

Abstained

 

Broker Non-Votes

2,389,599

 

19,971,698

 

1,357,758

 

5,510,610


As described in the Proxy Statement, the nonbinding shareholder proposal needed to receive the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes do not have any effect. Below are the percentages of the votes cast either "For" or "Against" the nonbinding shareholder proposal.


For

 

Against

11%

 

89%




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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.


 

MGE Energy, Inc.

 

(Registrant)

 

 

 

 

 

 

Date: May 18, 2018

/s/ Jeffrey C. Newman

 

Jeffrey C. Newman

Executive Vice President, Chief Financial Officer, Secretary and Treasurer




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