Pattern Energy Group Inc.
Pattern Energy Group Inc. (Form: 8-K, Received: 06/05/2017 06:06:51)

 
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): June 1, 2017
 
PATTERN ENERGY GROUP INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-36087
90-0893251
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification Number)
 
Pier 1, Bay 3
San Francisco, CA 94111
(Address and zip code of principal executive offices)
 
(415) 283-4000
(Registrant’s telephone number, including area code)
 
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):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company  o

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.  o
 



 
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday June 1, 2017. A total of 77,196,615 shares of the Company’s Class A common stock (the “Common Stock”), representing approximately 88.11% of such shares outstanding and eligible to vote, were represented in person or by valid proxies at the Annual Meeting, constituting a quorum.
The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1: The following seven nominee directors were elected to serve until the 2018 Annual Meeting of Stockholders by the votes set forth in the table below:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Alan R. Batkin
 
68,127,043
 
  617,098
 
64,153
 
8,388,321
Patricia S. Bellinger
 
68,341,665
 
  414,593
 
52,036
 
8,388,321
The Lord Browne of Madingley
 
68,385,519
 
  365,443
 
57,332
 
8,388,321
Michael M. Garland
 
65,438,756
 
3,317,576
 
51,962
 
8,388,321
Douglas G. Hall
 
68,653,648
 
  100,039
 
54,607
 
8,388,321
Michael B. Hoffman
 
68,443,521
 
  308,999
 
55,774
 
8,388,321
Patricia M. Newson
 
68,657,207
 
  100,509
 
50,578
 
8,388,321
Proposal 2: The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Vote
76,986,207
 
113,870
 
96,538

 
0
Proposal 3: Stockholders of the Company, on an advisory and non-binding basis, voted to approve the compensation of the Company’s named executive officers as disclosed in the 2017 proxy statement. Votes cast were as follows:
For
 
Against
 
Abstain
 
Broker Non-Vote
59,216,851

 
9,369,356

 
222,087

 
8,388,321

Proposal 4: The Company’s Amended and Restated 2013 Equity Incentive Award Plan was approved by stockholders by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Vote
66,061,778

 
2,596,017

 
150,499

 
8,388,321




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Pattern Energy Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 2, 2017
PATTERN ENERGY GROUP INC.

By:
/s/ Kim H. Liou
 
Name:
Kim H. Liou
 
Title:
Secretary