- Current report filing (8-K)
February 16 2010 - 5:15PM
Edgar (US Regulatory)
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) February 9,
2010
CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
(Exact
name of registrant as specified in its
charter)
|
Vermont
(State
or other jurisdiction
of
incorporation)
|
1-8222
(Commission
File
Number)
|
03-0111290
(IRS
Employer
Identification
No.)
|
77
Grove Street, Rutland,
Vermont 05701
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code
(800)
649-2877
N/A
(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))
|
Item 5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
|
On
February 9, 2010 the Board of Directors reviewed its leadership structure
and the composition of the Board's standing Committees. The purpose
of the review was to remove "interim" from the titles of the Board's
Chair, the Board's Lead Director, the Executive Committe Chair, and the
Corporate Governance Committee Chair. The Board also wished to add
the Board's Lead Director as the fourth member of the Corporate Governance
Committee. Accordingly, the Board approved the
following:
-
Designation
of Robert H. Young, the Company's President and Chief Executive Officer
to serve as the Chairman of the Board; and
-
Designation
of William R. Sayre, who is a non-employee director, to serve as the
Lead Director in the Board's non-management Executive Sessions,
the Chairman of the Executive Committee, and as a member of the
Corporate Governance Committee; and
-
Designation
of Douglas J. Wacek, who is also a non-employee director, to serve as
Chairman of the Corporate Governance Committee.
They will serve, in these leadership positions until the meeting
of the Board of Directors following the Annual Meeting of
Stockholders or until their successors are designated, whichever is
earlier.
|
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
Articles
of Association
On May 5, 2009 the Board of Directors submitted for consideration by the
stockholders an amendment to the Company's Articles of Association
("Articles") to provide for a decrease in the maximum size of the Board of
Directors from 21 to 13 members. The Articles currently provide
that the Board of Directors shall consist of not less than nine or more
than 21 directors. Our stockholders subsequently approved the
amendment to the Articles by an affirmative vote of 85% of the outstanding
shares entitled to vote at the meeting. On February 9, 2010,
the Board of Directors approved the amendment to the Company's Articles
consistent with the shareholder's vote.
By-laws
On February 9, 2010, the Board of Directors also approved a corresponding
amendment to the By-laws to decrease in the maximum size of the board of
directors from 21 to 13 members consistent with the shareholder's
vote. A second amendment was approved to provide for more
clarity regarding the issuance of uncertificated (electronic)
shares.
The foregoing descriptions of the Articles amendment and By-law amendments
does not purport to be complete and is qualified in its entirety by
reference to the Amended Articles and Amended By-laws, filed as exhibits
hereto and incorporated by reference
herein.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
|
Exhibit
Number
|
Description
of Exhibit
|
3-2.1
|
Articles
of Association of Central Vermont Public Service Corporation, as amended,
approved by Stockholders on May 5, 2009 and the Board of Directors on
February 9, 2010.
|
99.2
|
By-laws
of Central Vermont Public Service Corporation, as amended February 9,
2010
|
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.
|
CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
|
|
|
By
|
/s/ Dale A.
Rocheleau
Dale
A. Rocheleau
Senior
Vice President, General Counsel and Corporate Secretary
|
February
16, 2010
|
|
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