8-K 1 a8-kdteenergyannualmeeting.htm 8-K 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): May 9, 2019



Commission
File Number
Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number

IRS Employer
Identification No.
1-11607
DTE Energy Company
(a Michigan corporation)
One Energy Plaza
Detroit, Michigan 48226-1279
313-235-4000
38-3217752

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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under 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

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol(s)
 
Name of Exchange on which Registered
Common stock, without par value
 
DTE
 
New York Stock Exchange
 
 
 
 
 
2012 Series C 5.25% Junior Subordinated Debentures due 2062
 
DTQ
 
New York Stock Exchange
 
 
 
 
 
2016 Series B 5.375% Junior Subordinated Debentures due 2076
 
DTJ
 
New York Stock Exchange
 
 
 
 
 
2016 Series F 6.00% Junior Subordinated Debentures due 2076
 
DTY
 
New York Stock Exchange
 
 
 
 
 
2017 Series E 5.25% Junior Subordinated Debentures due 2077
 
DTW
 
New York Stock Exchange
 
 
 
 
 
6.50% Corporate Units
 
DTV
 
New York Stock Exchange





Item 5.02 .    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective with the May 9, 2019 Annual Meeting of Shareholders (the Annual Meeting), James B. Nicholson, a member of the Board of Directors (the Board) of DTE Energy Company (the Company), retired from the Board. Mr. Nicholson reached the Board's mandatory retirement age during his most recent term.

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

(a)    The Annual Meeting was held on May 9, 2019.

(b)    At the Annual Meeting:

(i)
The director nominees named in the Proxy were all elected to the Board as follows: Gerard M. Anderson, David A. Brandon, W. Frank Fountain, Jr., Charles G. McClure, Jr., Gail J. McGovern, Mark A. Murray, Ruth G. Shaw, Robert C. Skaggs, Jr., David A. Thomas, James H. Vandenberghe and Valerie M. Williams were each elected to serve as a director of the Company for a one-year term expiring in 2020, with the votes shown:
    
 
Total Votes For Each Director
Total Votes Withheld From Each Director
Broker Non-Votes
Gerard M. Anderson
122,311,872.828

4,271,511.194

23,444,887.000
David A. Brandon
125,020,315.015

1,563,069.007

23,444,887.000
W. Frank Fountain, Jr.
122,867,627.895

3,715,756.127

23,444,887.000
Charles G. McClure, Jr.
124,678,333.796

1,905,050.226

23,444,887.000
Gail J. McGovern
122,749,125.221

3,834,258.801

23,444,887.000
Mark A. Murray
124,420,352.472

2,163,031.550

23,444,887.000
Ruth G. Shaw
120,239,482.775

6,343,901.247

23,444,887.000
Robert C. Skaggs, Jr.
125,826,838.532

756,545.490

23,444,887.000
David A. Thomas
125,802,768.689

780,615.333

23,444,887.000
James H. Vandenberghe
121,321,930.667

5,261,453.355

23,444,887.000
Valerie M. Williams
125,794,711.248

788,672.774

23,444,887.000

(ii)
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year 2019, with the votes shown:
    
For
Against
Abstentions
Broker Non-Votes
146,918,667.943
2,763,839.360
345,763.719

(iii)
Shareholders approved, on an advisory basis, the overall executive compensation paid to the Company's named executive officers as more fully described in the Proxy, with the votes shown:





    
For
Against
Abstentions
Broker Non-Votes
119,240,752.404
6,570,483.981
772,147.637
23,444,887.000

(iv)
Shareholders did not approve the shareholder proposal regarding an independent board chairman as more fully described in the Proxy, with the votes shown:
    
For
Against
Abstentions
Broker Non-Votes
48,773,887.734
77,020,983.987
788,512.301
23,444,887.000

(v)
Shareholders did not approve the shareholder proposal relating to additional disclosure of political contributions as more fully described in the Proxy, with the votes shown:
    
For
Against
Abstentions
Broker Non-Votes
40,173,050.160
79,541,208.813
6,868,825.049
23,445,187.000





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.


Date: May 14, 2019        
DTE ENERGY COMPANY
(Registrant)
 

/s/ Lisa A. Muschong
Lisa A. Muschong
Corporate Secretary