UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  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) May 7, 2019

Dominion Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)


Virginia
(State or other jurisdiction
of incorporation)
001-08489
(Commission
File Number)
54-1229715
(IRS Employer
Identification No.)


120 Tredegar Street
Richmond, Virginia
(Address of Principal Executive Offices)

23219
(Zip Code)


Registrant’s Telephone Number, Including Area Code (804) 819-2000


(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))

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. ☐

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, no par value
D
New York Stock Exchange
2016 Series A 6.75% Corporate Units
DCUD
New York Stock Exchange
2016 Series A 5.25% Enhanced Junior Subordinated Notes
DRUA
New York Stock Exchange
Item 5.07.  Submission of Matters to a Vote of Security Holders

The Annual Meeting of Dominion Energy, Inc. (the “Company”) was held on May 7, 2019.  Results of items presented for voting are listed below.

The following nominees were elected to the Board for a one-year term or until next year’s annual meeting: James A. Bennett, Helen E. Dragas, James O. Ellis, Jr., Thomas F. Farrell, II, D. Maybank Hagood, John W. Harris, Ronald W. Jibson, Mark J. Kington, Joseph M. Rigby, Pamela J. Royal, Robert H. Spilman, Jr., Susan N. Story, and Michael E. Szymanczyk. The votes cast with respect to all of the nominees presented at the Annual Meeting were as follows:

Nominee
Votes
For
Votes
Against
Votes
Abstained
Broker
Non-vote
James A. Bennett
532,221,320
3,000,203
1,801,992
138,026,847
Helen E. Dragas
531,110,982
4,266,936
1,645,597
138,026,847
James O. Ellis, Jr.
532,612,071
2,653,986
1,757,458
138,026,847
Thomas F. Farrell, II
515,459,948
18,616,737
2,946,830
138,026,847
D. Maybank Hagood
531,919,488
3,245,613
1,858,414
138,026,847
John W. Harris
512,578,566
22,657,818
1,787,131
138,026,847
Ronald W. Jibson
532,770,908
2,476,311
1,776,296
138,026,847
Mark J. Kington
526,860,594
8,372,629
1,790,292
138,026,847
Joseph M. Rigby
533,102,372
2,154,011
1,767,132
138,026,847
Pamela J. Royal
532,056,492
3,182,076
1,784,947
138,026,847
Robert H. Spilman, Jr.
525,823,947
9,439,119
1,760,449
138,026,847
Susan N. Story
468,913,355
66,519,036
1,591,124
138,026,847
Michael E. Szymanczyk
532,165,530
3,062,519
1,795,466
138,026,847


The appointment of Deloitte & Touche LLP as our independent auditor for 2019 was ratified by shareholders as follows:

Votes For
 
Votes Against
 
Votes Abstained
650,844,666
 
22,268,104
 
1,937,592


Shareholders approved an advisory vote on approval of executive compensation (“say on pay”).  The vote was as follows:

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Vote
487,038,893
 
45,770,057
 
4,213,692
 
138,026,847


Shareholders approved management’s proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock.  The vote was as follows:

Votes For
 
Votes Against
 
Votes Abstained
645,569,453
 
24,690,688
 
4,790,221


A shareholder proposal requesting the Company to adopt a policy to require an independent Board Chair was not approved.  The vote was as follows:

Votes For
 
Votes Against
 
Votes Abstained
 
Broker Non-Vote
211,552,665
 
321,189,012
 
4,280,965
 
138,026,847



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.

DOMINION ENERGY, INC.
Registrant
 
/s/ Carter M. Reid
Carter M. Reid
Executive Vice President, Chief Administrative &
Compliance Officer and Corporate Secretary
 

Date:  May 7, 2019
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