Business Context and Reporting Period
This Form 8-K filing by Black Hills Corporation reports on the results of its Annual Meeting of Shareholders held on April 30, 2019. The filing details the outcomes of three shareholder proposals regarding director elections, auditor ratification, and executive compensation.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
Shareholders voted on three proposals at the Annual Meeting. The results were as follows:
- Proposal 1 (Election of Directors): Shareholders elected four directors.
- Linden R. Evans: 49,867,942 votes For; 528,228 Withheld.
- Robert P. Otto: 49,695,937 votes For; 700,233 Withheld.
- Mark A. Schober: 49,679,544 votes For; 716,625 Withheld.
- Thomas J. Zeller: 49,137,682 votes For; 1,258,487 Withheld.
- Proposal 2 (Ratification of Auditors): Shareholders approved the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2019.
- For: 54,301,732
- Against: 854,150
- Abstain: 150,710
- Proposal 3 (Executive Compensation): Shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers.
- For: 48,882,832
- Against: 1,139,703
- Abstain: 373,634
Guidance, Outlook, and Risks
The filing text does not contain management commentary, financial guidance, outlook, risks, contingencies, or unusual items. It is a procedural report of shareholder voting outcomes.
Key Facts for Investor Verification
- Verify the specific terms of office for the newly elected directors (two-year term for Linden R. Evans; three-year terms for the others).
- Confirm the engagement of Deloitte & Touche LLP for the 2019 audit cycle.
- Note the level of shareholder dissent on the executive compensation proposal (approximately 2.3% voted against).
- Review the March 15, 2019 proxy statement for detailed biographies of directors and full compensation disclosures referenced in this filing.