- Amended Current report filing (8-K/A)
June 03 2011 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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March 4, 2011
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Piedmont Natural Gas Company, Inc.
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(Exact name of registrant as specified in its charter)
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North Carolina
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1-6196
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56-0556998
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_____________________
(State or other jurisdiction
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_____________
(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4720 Piedmont Row Drive, Charlotte, North Carolina
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28210
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
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704-364-3120
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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:
[ ] 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))
Explanatory Note
This Amendment No. 1 to the Companys Current Report on Form 8-K filed on March 9, 2011 (the
Original Report) is being filed for the sole purpose of amending the disclosure provided under
Proposal 5 in Item 5.07 of the Original Report to include a paragraph disclosing the Companys
decision regarding how frequently the Company will include an advisory shareholder vote on
executive compensation in its proxy materials. Other than the addition of this paragraph, this
Amendment No. 1 does not modify the disclosure contained in Item 5.07 of the Original Report.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proposal 1: Election of Board of Directors four nominees as Class I directors with terms expiring
in 2014. All nominees were elected by the shareholders.
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Nominees
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Votes For (%)
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Votes Withheld
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Broker Non-Votes
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Malcolm E. Everett III
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31,110,099 (86%)
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4,987,060
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24,368,226
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Frank B. Holding, Jr.
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35,030,502 (97%)
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1,066,657
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24,368,226
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Minor M. Shaw
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35,062,159 (97%)
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1,035,000
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24,368,226
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Muriel W. Sheubrooks
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35,437,392 (98%)
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659,767
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24,368,226
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Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for fiscal year 2011. The shareholders approved this proposal.
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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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59,336,865 (99%)
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447,326
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411,055
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270,140
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Proposal 3: Approval of the Companys Amended and Restated Incentive Compensation Plan. The
shareholders approved this proposal.
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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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31,188,821 (86%)
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3,677,258
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1,422,516
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24,176,791
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Proposal 4: Advisory vote on the Companys executive compensation. The shareholders approved this
proposal on an advisory basis.
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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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33,130,862 (95%)
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1,571,489
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1,586,243
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24,176,791
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Proposal 5: Advisory vote on frequency of future advisory votes on executive compensation. Of the
total votes cast, 48% voted in favor of a three-year frequency, 3% voted in favor of a two-year
frequency, and 49% voted in favor of a one-year frequency.
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3 Years
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2 Years
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1 Year
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Abstentions
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Broker Non-Votes
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16,706,362
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1,152,150
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17,204,552
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1,478,748
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23,923,573
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Although they represented slightly less than a majority of the votes cast, the highest percentage
of the votes present in person or represented by proxy and entitled to vote at the Companys
Annual Meeting voted to hold an advisory vote to approve executive compensation annually. In line
with this recommendation by the Companys shareholders, at a meeting held on June 3, 2011, the
Companys Board of Directors determined that the Company will include an advisory shareholder vote
on executive compensation in its proxy materials every year until the next advisory vote on the
frequency of shareholder votes on executive compensation, which will occur no later than the
Companys annual meeting of shareholders in 2017.
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 hereunto duly authorized.
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Piedmont Natural Gas Company, Inc.
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June 3, 2011
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By:
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Jane Lewis-Raymond
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Name: Jane Lewis-Raymond
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Title: Vice President, General Counsel, Chief Ethics and Compliance Officer and Corporate Secretary
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