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8-K
false000113046400011304642023-04-252023-04-25

 

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 25, 2023

 

 

Black Hills Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

South Dakota

001-31303

46-0458824

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7001 Mount Rushmore Road

 

Rapid City, South Dakota

 

57702

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 605 721-1700

 

 

(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:

☐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 of $1.00 par value

 

BKH

 

The 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 Company held its Annual Meeting of Shareholders on April 25, 2023, 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 15, 2023. 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

Scott M. Prochazka

55,904,320

364,445

4,347,222

Rebecca B. Roberts

54,251,820

2,016,945

4,347,222

Teresa A. Taylor

55,308,880

959,884

4,347,222

 

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 2023. The votes regarding Proposal 2 were as follows:

For

Against

Abstain

Broker Non-Votes

59,636,311

890,583

89,092

—

 

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

54,851,457

1,155,134

262,173

4,347,222

 

4.
Shareholders recommended, on an advisory and non-binding basis, the future advisory votes on executive compensation be held annually. The votes regarding Proposal 4 were as follows:

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

54,811,983

154,945

1,157,744

144,092

4,347,222

 

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.

 

 

 

 

 

 

 

 

Date:

April 27, 2023

By:

/s/ Brian G. Iverson

 

 

 

Senior Vice President