ALLETE
ALLETE INC (Form: 8-K, Received: 05/11/2017 06:02:20)
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 11, 2017 (May 9, 2017)

ALLETE, Inc.
(Exact name of registrant as specified in its charter)

Minnesota
1-3548
41-0418150
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
incorporation or organization)
 
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:

¨
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))





SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

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

ALLETE, Inc. (the “Company”) held its 2017 annual meeting of shareholders on May 9, 2017. 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 23, 2017.

Item 1 - Election of ten (10) Directors.

All nominees for director were elected by the following votes.
Director
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Kathryn W. Dindo
 
38,737,406.131
 
1,270,122.806
 
205,307.522
 
4,584,892.000
Sidney W. Emery, Jr.
 
39,184,381.512
 
827,313.463
 
201,141.484
 
4,584,892.000
George G. Goldfarb
 
39,645,438.956
 
350,644.726
 
216,752.777
 
4,584,892.000
James S. Haines, Jr.
 
39,620,715.392
 
383,016.231
 
209,104.836
 
4,584,892.000
Alan R. Hodnik
 
38,596,823.316
 
1,428,924.551
 
187,088.592
 
4,584,892.000
James J. Hoolihan
 
38,914,333.975
 
1,094,599.543
 
203,902.941
 
4,584,892.000
Heidi E. Jimmerson
 
38,785,770.439
 
1,245,439.309
 
181,626.711
 
4,584,892.000
Madeleine W. Ludlow
 
38,773,328.940
 
1,232,971.737
 
206,535.782
 
4,584,892.000
Douglas C. Neve
 
39,201,047.038
 
795,709.848
 
216,079.573
 
4,584,892.000
Leonard C. Rodman
 
39,648,217.920
 
349,975.432
 
214,643.107
 
4,584,892.000

Item 2 - Approval of advisory resolution on executive compensation.

The advisory resolution on executive compensation was approved.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
37,986,846.430
 
1,647,110.922
 
578,879.107
 
4,584,892.000

Item 3 - Selection of one year for the frequency of future advisory votes on executive compensation.

The preference of one year for the frequency of future advisory votes on executive compensation was selected.
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
31,274,348.331
 
562,641.365
 
7,945,733.409
 
430,113.354
 
4,584,892.000

Item 4 - Ratification of the appointment of PricewaterhouseCoopers LLP as ALLETE’s independent registered public accounting firm for 2017.

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 was ratified.
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
42,709,088.584
 
1,876,814.182
 
211,825.693
 
 
 
 
Readers are cautioned that forward-looking statements should be read in conjunction with ALLETE’s disclosures under the heading: “Forward-Looking Statements” located on page 2 of this Form 8-K.

1
ALLETE Form 8-K dated May 11, 2017


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 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;
our ability to access capital markets and bank financing;
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 in regulated rates or sales price increases at our Energy Infrastructure and Related Services businesses;
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 cyber 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 Regulated Operations segment of climate change and future regulation to restrict the emissions of greenhouse gases;
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 not improve;
the success of efforts to realize value from, invest in, and develop new opportunities in, our Energy Infrastructure and Related Services businesses; and
factors affecting our Energy Infrastructure and Related Services businesses, including fluctuations in the volume of customer orders, unanticipated cost increases, changes in legislation and regulations impacting the industries in which the customers served operate, the effects of weather, creditworthiness of customers, ability to obtain materials required to perform services, and changing market conditions.



2
ALLETE Form 8-K dated May 11, 2017


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 1, Item 1A, under the heading “Risk Factors” beginning on page 25 of ALLETE’s Annual Report on Form 10-K for the year ended December 31, 2016. 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 Current Report on 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 11, 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 thereunto duly authorized.


ALLETE, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
May 11, 2017
 
/s/ Steven W. Morris
 
 
Steven W. Morris
 
 
Vice President, Controller and Chief Accounting Officer





4
ALLETE Form 8-K dated May 11, 2017