UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 26, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
(Address of principal executive offices)
(605 ) 721-1700
(Registrants telephone number)
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 materials 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(d)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-e(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 | ||||||
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 Company held its Annual Meeting of Shareholders on April 26, 2022, at which four proposals were submitted. The proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 17, 2022. A quorum of shares was present for the Annual Meeting, and the final results for the votes regarding the proposals are set forth below.
1.Shareholders elected three directors to serve for a three-year term to expire at the Annual Meeting of Shareholders in 2025, and until their successors shall be duly elected and qualified. The name of each director elected, and the votes cast for each such individual, are set forth below:
| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Kathleen S. McAllister | 54,225,260 | 339,011 | 4,075,182 | ||||||||
| Robert P. Otto | 54,237,081 | 327,190 | 4,075,182 | ||||||||
| Mark A. Schober | 53,523,986 | 1,040,285 | 4,075,182 | ||||||||
2.Shareholders approved a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the year 2022. The votes regarding Proposal 2 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 57,544,060 | 1,008,873 | 86,520 | — | ||||||||
3.Shareholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes regarding Proposal 3 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 51,846,017 | 2,461,757 | 256,497 | 4,075,182 | ||||||||
4.Shareholders approved the Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan as disclosed in the proxy statement. The votes regarding Proposal 4 were as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 53,331,422 | 998,909 | 233,941 | 4,075,182 | ||||||||
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.
BLACK HILLS CORPORATION
By: /s/ Brian G. Iverson
Brian G. Iverson
Senior Vice President
Date: April 28, 2022