form8k51512.htm
 






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) May 10, 2012


SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)


California
1-7850
88-0085720
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
     
5241 Spring Mountain Road
   
Post Office Box 98510
   
Las Vegas, Nevada
 
89193-8510
(Address of principal executive offices)
 
(Zip Code)


Registrant's telephone number, including area code: (702) 876-7237

 
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On May 10, 2012, the shareholders of Southwest Gas Corporation (the “Company”) voted to reapprove and amend the Company’s 2006 Restricted Stock/Unit Plan (the “Plan”).  The terms and conditions of the Plan, together with the incentive award opportunities for the Company’s named executive officers, were disclosed in the 2012 Proxy Statement.

Item 5.07     Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of the Company was held on May 10, 2012.  Holders of approximately 40,524,885 shares of common stock were represented in person or by proxy.  Matters voted upon and the final results of the voting were as follows:

Proposal 1.  The vote on the election of twelve (12) directors to serve a one-year term until the next Annual Meeting (or until their successors are qualified and elected) was as follows:

 
 
Name
 
For
 
Withheld
Broker
Non-votes
 
 
 
Robert L. Boughner
36,448,259
216,738
3,859,889
 
 
José A. Cárdenas
36,447,902
217,094
3,859,889
 
 
Thomas E. Chestnut
36,420,150
244,846
3,859,889
 
 
Stephen C. Comer
36,445,094
219,902
3,859,889
 
 
LeRoy C. Hanneman, Jr.
36,420,934
244,062
3,859,889
 
 
Michael O. Maffie
36,249,418
415,578
3,859,889
 
 
Anne L. Mariucci
36,439,923
225,074
3,859,889
 
 
Michael J. Melarkey
36,431,925
233,071
3,859,889
 
 
Jeffrey W. Shaw
36,409,335
255,662
3,859,889
 
 
A. Randall Thoman
36,480,954
184,042
3,859,889
 
 
Thomas A. Thomas
32,979,983
3,685,013
3,859,889
 
 
Terrence L. Wright
36,337,346
327,650
3,859,889
 


Proposal 2.  The vote to approve, on an advisory basis, the Company’s executive compensation was as follows:
 
 
For
 
Against
 
Abstain
Broker
Non-votes
 
32,184,919
630,584
3,849,487
3,859,895



 
 

 


Proposal 3.  The vote to reapprove and amend the Company’s 2006 Restricted Stock/Unit Plan was as follows:
 
 
For
 
Against
 
Abstain
Broker
Non-votes
 
35,226,003
1,115,270
323,716
3,859,896

Proposal 4.  The vote on the proposal to ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal year 2012 was as follows:
 
For
 
Against
Abstain
 
39,993,214
295,725
235,946
 


 
 

 



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.



 
SOUTHWEST GAS CORPORATION
   
   
   
Date: May 15, 2012
 
 
/s/ GREGORY J. PETERSON
 
Gregory J. Peterson
 
Vice President/Controller and
 
Chief Accounting Officer