Document


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 12, 2019
  
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)
   
1088 Sansome Street
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading symbol
 
Name of each exchange on which registered
Class A common stock
 
PEGI
 
Nasdaq Global Select Market
 
 
 
 
Toronto Stock Exchange
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 2019 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, June 12, 2019. A total of 83,603,444 shares of the Company’s Class A common stock (the “Common Stock”), representing approximately 85.09% 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 2020 Annual Meeting of Stockholders by the votes set forth in the table below:
Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Alan R. Batkin
 
61,570,099

 
1,322,489

 
125,548

 
20,585,308

The Lord Browne of Madingley
 
62,156,875

 
726,523

 
134,738

 
20,585,308

Michael M. Garland
 
62,629,545

 
267,147

 
121,444

 
20,585,308

Richard A. Goodman
 
62,600,884

 
289,937

 
127,315

 
20,585,308

Douglas G. Hall
 
62,620,850

 
275,598

 
121,688

 
20,585,308

Patricia M. Newson
 
62,714,870

 
197,850

 
105,416

 
20,585,308

Mona K. Sutphen
 
62,669,974

 
234,394

 
113,768

 
20,585,308

Proposal 2: The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the votes set forth in the table below:
For
 
Against
 
Abstain
 
Broker Non-Votes
83,048,333

 
298,317

 
256,794

 

Proposal 3: Stockholders of the Company, on an advisory and non-binding basis, voted to approve the compensation of the named executive officers as disclosed in the 2019 proxy statement. Votes cast were as follows:
For
 
Against
 
Abstain
 
Broker Non-Votes
60,698,570

 
1,860,876

 
458,690

 
20,585,308






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 13, 2019
 
 
 
 
 
 
PATTERN ENERGY GROUP INC.
 
 
 
 
 
 
By:
/s/ Kim H. Liou
 
 
 
Name: Kim H. Liou
 
 
 
Title:   General Counsel and Secretary