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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)
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May 10, 2022
ALLETE, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota |
1-3548 |
41-0418150 |
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(State or other jurisdiction of |
(Commission File Number) |
(IRS Employer |
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incorporation or organization) |
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Identification No.) |
30 West Superior Street
Duluth, Minnesota 55802-2093
(Address of principal executive offices, including zip
code)
(218) 279-5000
(Registrant’s telephone number, including area code)
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
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Title of each class |
Trading symbol |
Name of each exchange on which registered |
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Common Stock, without par value |
ALE |
New York Stock Exchange |
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.
☐
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission
of Matters to a Vote of Security Holders.
ALLETE, Inc. (the “Company”) held its 2022 annual meeting of
shareholders on May 10, 2022. Each matter voted upon at the meeting
and the final results of the voting on each such matter are
presented below. For a complete description of the matters voted
upon at the annual meeting, see the Company’s definitive proxy
statement, dated March 24, 2022.
Item 1 - Election of Directors.
All nominees for director were elected by the following
votes.
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Director |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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George G. Goldfarb |
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40,554,363.441 |
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538,056.000 |
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101,291.294 |
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3,591,803.000 |
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James J. Hoolihan |
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40,069,458.600 |
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1,028,415.233 |
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95,836.902 |
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3,591,803.000 |
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Madeleine W. Ludlow |
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39,391,025.700 |
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1,698,194.113 |
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104,490.922 |
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3,591,803.000 |
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Susan K. Nestegard |
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40,537,644.327 |
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564,850.608 |
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91,215.800 |
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3,591,803.000 |
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Douglas C. Neve |
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39,946,411.509 |
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1,148,140.471 |
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99,158.755 |
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3,591,803.000 |
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Barbara A. Nick |
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40,612,076.265 |
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479,236.636 |
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102,397.834 |
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3,591,803.000 |
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Bethany M. Owen |
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40,128,126.602 |
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975,968.832 |
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89,615.301 |
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3,591,803.000 |
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Robert P. Powers |
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40,747,560.344 |
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352,008.489 |
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94,141.902 |
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3,591,803.000 |
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Charlene A. Thomas |
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40,583,919.225 |
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498,014.485 |
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111,777.025 |
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3,591,803.000 |
Item 2 - Advisory vote to approve executive
compensation.
The advisory resolution on executive compensation was
approved.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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38,270,828.673 |
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1,224,746.705 |
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1,698,135.357 |
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3,591,803.000 |
Item 3 - Approve an amendment to the ALLETE Non-Employee Director
Stock Plan to Increase the number of Common Stock available for
issuance under the plan.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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40,143,056.669 |
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856,298.436 |
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194,355.630 |
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3,591,803.000 |
Item 4 - Ratification of the selection of PricewaterhouseCoopers
LLP as ALLETE’s independent registered public accounting firm for
2022.
The selection of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for 2022 was
ratified.
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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43,524,552.864 |
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1,085,256.029 |
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175,704.842 |
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Readers are cautioned that forward-looking statements should be
read in conjunction with disclosures under the heading:
“Forward-Looking Statements” located on page 2 of this Current
Report on Form 8-K.
1
ALLETE Form 8-K dated May 10, 2022
Forward-Looking Statements
Statements in this report that are not statements of historical
facts are considered “forward-looking” and, accordingly, involve
risks and uncertainties that could cause actual results to differ
materially from those discussed. Although such forward-looking
statements have been made in good faith and are based on reasonable
assumptions, there can be no assurance that the expected results
will be achieved. Any statements that express, or involve
discussions as to, future expectations, risks, beliefs, plans,
objectives, assumptions, events, uncertainties, financial
performance, or growth strategies (often, but not always, through
the use of words or phrases such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “projects,” “likely,”
“will continue,” “could,” “may,” “potential,” “target,” “outlook”
or words of similar meaning) are not statements of historical facts
and may be forward-looking.
In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, we are providing this
cautionary statement to identify important factors that could cause
our actual results to differ materially from those indicated in
forward-looking statements made by or on behalf of ALLETE in this
Current Report on Form 8-K (Form 8-K), in presentations, on our
website, in response to questions or otherwise. These statements
are qualified in their entirety by reference to, and are
accompanied by, the following important factors, in addition to any
assumptions and other factors referred to specifically in
connection with such forward-looking statements that could cause
our actual results to differ materially from those indicated in the
forward-looking statements:
•our
ability to successfully implement our strategic
objectives;
•global
and domestic economic conditions affecting us or our
customers;
•changes
in and compliance with laws and regulations;
•changes
in tax rates or policies or in rates of inflation;
•the
outcome of legal and administrative proceedings (whether civil or
criminal) and settlements;
•weather
conditions, natural disasters and pandemic diseases, including the
ongoing COVID-19 pandemic;
•our
ability to access capital markets, bank financing and other
financing sources;
•changes
in interest rates and the performance of the financial
markets;
•project
delays or changes in project costs;
•changes
in operating expenses and capital expenditures and our ability to
raise revenues from our customers;
•the
impacts of commodity prices on ALLETE and our
customers;
•our
ability to attract and retain qualified, skilled and experienced
personnel;
•effects
of emerging technology;
•war,
acts of terrorism and cybersecurity attacks;
•our
ability to manage expansion and integrate
acquisitions;
•population
growth rates and demographic patterns;
•wholesale
power market conditions;
•federal
and state regulatory and legislative actions that impact regulated
utility economics, including our allowed rates of return, capital
structure, ability to secure financing, industry and rate
structure, acquisition and disposal of assets and facilities,
operation and construction of plant facilities and utility
infrastructure, recovery of purchased power, capital investments
and other expenses, including present or prospective environmental
matters;
•effects
of competition, including competition for retail and wholesale
customers;
•effects
of restructuring initiatives in the electric industry;
•the
impacts on our businesses of climate change and future regulation
to restrict the emissions of GHG;
•effects
of increased deployment of distributed low-carbon electricity
generation resources;
•the
impacts of laws and regulations related to renewable and
distributed generation;
•pricing,
availability and transportation of fuel and other commodities and
the ability to recover the costs of such commodities;
•our
current and potential industrial and municipal customers’ ability
to execute announced expansion plans;
•real
estate market conditions where our legacy Florida real estate
investment is located may deteriorate; and
•the
success of efforts to realize value from, invest in, and develop
new opportunities.
2
ALLETE Form 8-K dated May 10, 2022
Forward-Looking Statements (Continued)
Additional disclosures regarding factors that could cause our
results or performance to differ from those anticipated by this
report are discussed in Part I, Item 1A. Risk Factors of ALLETE’s
Annual Report on Form 10-K for the year ended December 31,
2021. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which that statement is made or to
reflect the occurrence of unanticipated events. New factors emerge
from time to time, and it is not possible for management to predict
all of these factors, nor can it assess the impact of each of these
factors on the businesses of ALLETE or the extent to which any
factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statement. Readers are urged to carefully review and consider the
various disclosures made by ALLETE in this Form 8-K and in other
reports filed with the SEC that attempt to identify the risks and
uncertainties that may affect ALLETE’s business.
3
ALLETE Form 8-K dated May 10, 2022
SIGNATURES
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 thereunto duly
authorized.
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ALLETE, Inc. |
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May 13, 2022 |
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/s/ Margaret A. Thickens |
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Margaret A. Thickens |
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Vice President, Chief Legal Officer, and Corporate
Secretary |
4
ALLETE Form 8-K dated May 10, 2022
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