OTHER INFORMATION
Other than as described below,
since January 1, 2018, there have been no related party transactions that were required either to be approved or ratified under Dominion Energys related party transaction guidelines or reported under the SECs related party
transaction rules.
During 2018, Mr. Thomas P. Wohlfarth, the spouse of Ms. Diane Leopold, was employed by Dominion Energys services company as
Senior Vice President, Regulatory Affairs. Mr. Wohlfarth received aggregate compensation of approximately $1,064,200 consisting of salary, annual and long-term incentive plan payouts, restricted stock (including dividend payments) and other
benefits. His compensation and benefits are consistent with the companys overall compensation principles based on his years of experience, performance and position within the company. The transaction involving the compensation paid to
Mr. Wohlfarth was reviewed and approved by the CGN Committee in accordance with Dominion Energys related party transaction guidelines.
During 2018,
Mr. Paul Jibson, the son of Mr. Ronald W. Jibson, was employed by Dominion Energy Wexpro Services Company, a subsidiary of Dominion Energy. Mr. Paul Jibson received compensation in 2018 of approximately $195,600, consisting of
salary, annual incentive payout, dividend payments on unvested restricted stock and other benefits. The transaction involving the compensation paid to Mr. Paul Jibson was reviewed and approved by the CGN Committee in accordance with Dominion
Energys related party transaction guidelines.
During 2018, two providers of asset management services to Dominion Energy were also beneficial owners of at
least 5% of Dominion Energy common stock: The Vanguard Group (Vanguard) and BlackRock, Inc. (BlackRock). The nature and value of services provided by these 5% shareholders and their affiliates are described below.
|
|
Affiliates of Vanguard provided asset management services to various trusts associated with the companys employee
benefit plans and received approximately $757,000 in fees for such services for 2018.
|
|
|
Affiliates of BlackRock provided asset management services to various trusts associated with the companys employee
benefit plans and received approximately $130,000 in fees for such services for 2018.
|
In each of these cases, the investment management agreements
were entered into on an arms-length basis in the ordinary course of business. These transactions were reviewed and approved in accordance with Dominion Energys related party transaction guidelines.
Proposals and Business by Shareholders
SHAREHOLDER PROPOSALS FOR INCLUSION IN THE 2020 PROXY STATEMENT
If
you wish to submit a proposal for possible inclusion in the 2020 Proxy Statement, Dominion Energys Corporate Secretary must receive it no later than 5 p.m., Eastern Time, on November 26, 2019. Shareholders should refer to Rule 14a-8 of
the Exchange Act, which sets standards for eligibility and specifies the types of proposals that are not appropriate for inclusion in the 2020 Proxy Statement. Shareholder proposals should be sent to our Corporate Secretary at Dominion Energy, Inc.,
120 Tredegar Street, Richmond, Virginia 23219.
SHAREHOLDER DIRECTOR NOMINATIONS FOR INCLUSION IN THE 2020 PROXY STATEMENT
In addition, we have adopted a proxy access right to permit, under certain circumstances, a shareholder or a group of shareholders to include in our annual meeting proxy
statement director candidates whom they have nominated. These proxy access provisions in our Bylaws provide, among other things, that a shareholder or group of up to 20 shareholders seeking to include director candidates in our annual meeting proxy
statement must own, in the aggregate, at least 3% of the companys outstanding common stock continuously for at least the previous three years. The number of shareholder-nominated candidates appearing in any annual meeting proxy statement
cannot exceed the greater of 20% of our Board or two directors. Shareholder(s) and the nominee(s) must satisfy the other requirements outlined in our Bylaws. Notice of proxy access director nominees must be received by our Corporate Secretary at the
address above no earlier than October 27, 2019 and no later than 5 p.m., Eastern Time, on November 26, 2019. Please refer to our Bylaws for the complete proxy access requirements.
|
|
|
|
|
|
|
2019 Proxy Statement
DOMINION ENERGY
|
|
77
|