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, 2014 (April 15, 2014)

 

 

SPECTRA ENERGY CORP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-33007		20-5413139
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5400 Westheimer Court, Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 713-627-5400

 

(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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 15, 2014, the Board of Directors (the “Board”) of Spectra Energy Corp (the “Company”) approved the amendment and restatement of the Company’s By-Laws. The amended and restated By-Laws include the following amendments:

Section 2.03 was amended to clarify that the notice requirements contained in that section shall be deemed satisfied by a shareholder if the shareholder has notified the Company of his or her intention to present a proposal at an annual meeting in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended, subject to other conditions contained in Section 2.03 of the By-Laws. Section 3.01 was amended to fix the size of the Board at 10 members. Previously, the number of directors was fixed at 12.

Also, Section 3.02 was amended to update the information and disclosure requirements for advance notice of director nominations by a shareholder, including, among other things, the requirement to disclose (i) ownership of capital stock of the Company (including derivative and synthetic forms of ownerships); (ii) any proxy, agreement, arrangement or understanding under which a proposing shareholder has a right to vote any capital stock of the Company; (iii) “acting in concert” relationships or affiliations; (iv) any agreement, arrangement or understanding with a proposed nominee or the nominee’s affiliates regarding compensation; and (iv) other material relationships with a proposed nominee or the nominee’s affiliates.

Finally, the By-Laws were amended to add a new Section 8.05, which includes a forum selection provision. The provision generally provides that unless the Company consents in writing to the selection of an alternate forum, a state or federal court located within the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law; or (iv) any action asserting a claim governed by the internal affairs doctrine.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the amended and restated By-Laws filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on April 15, 2014. The shareholders (i) elected all of the Company’s nominees for directors; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2014; and (iii) approved compensation of the Company’s named executive officers on an advisory basis. The shareholders did not approve any of the shareholder proposals, which are listed below.

 

Nominees		For				Against				Abstain				Non-Votes
Gregory L. Ebel			437,892,936				2,874,517				1,241,594				114,242,891
Austin A. Adams			435,479,243				5,209,910				1,319,894				114,242,891
Joseph Alvarado			437,978,435				2,737,798				1,292,814				114,242,891
Pamela L. Carter			435,858,933				4,824,661				1,325,453				114,242,891
Clarence P. Cazalot Jr.			437,566,333				3,020,350				1,422,364				114,242,891
F. Anthony Comper			437,822,502				2,844,414				1,342,131				114,242,891
Peter B. Hamilton			435,753,864				4,906,568				1,348,615				114,242,891
Michael McShane			434,801,998				5,851,950				1,355,099				114,242,891
Michael G. Morris			408,414,835				32,006,450				1,587,762				114,242,891
Michael E. J. Phelps			438,110,992				2,610,148				1,287,907				114,242,891

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Proposal 2

For

Against

Abstain

Non-Votes

Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2014

550,725,492

3,924,973

1,601,473

Proposal 3

For

Against

Abstain

Non-Votes

Approval of an advisory vote on executive compensation

422,664,329

13,056,941

6,287,777

114,242,891

Proposal 4

For

Against

Abstain

Non-Votes

Shareholder Proposal - Political Contributions

117,231,931

278,308,759

46,468,357

114,242,891

Proposal 5

For

Against

Abstain

Non-Votes

Shareholder Proposal - Fugitive Methane Emissions Target

115,424,262

275,974,647

50,610,138

114,242,891

 

Item 8.01.

Other Events.

On April 15, 2014, the Board appointed Gregory L. Ebel as Chairman of the Board. Mr. Ebel will continue in his role as the Company’s President and Chief Executive Officer. Also on April 15, 2014, the Board appointed F. Anthony Comper as the Board’s independent Lead Director. Both appointments were effective on April 15, 2014. A copy of the Company’s press release announcing the appointments is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

3.1		The By-laws of Spectra Energy Corp, as amended and restated on April 15, 2014
99.1		Press Release of Spectra Energy Corp dated April 15, 2014

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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 hereunto duly authorized.

 

Date: April 16, 2014

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EXHIBIT INDEX

 

Exhibit Number		Exhibit
3.1		The By-Laws of Spectra Energy Corp, as amended and restated on April 15, 2014
99.1		Press Release of Spectra Energy Corp dated April 15, 2014