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 21, 2010
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PEPCO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-31403
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52-2297449
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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701 Ninth Street, N.W., Washington, DC
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20068
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(202) 872-3526
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Not Applicable
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(Former name or former address, if changed since last report.)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Pepco Holdings, Inc.
Form 8-K
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a)
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The Annual Meeting of Shareholders was held on May 21, 2010.
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(b)
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Directors who were elected at the annual meeting:
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For Term Expiring in 2011:
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Jack B. Dunn IV
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Votes cast for:
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136,742,407
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Votes withheld:
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3,912,750
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Broker non-votes:
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38,724,134
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Terence C. Golden
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Votes cast for:
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136,765,858
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Votes withheld:
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3,889,299
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Broker non-votes:
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38,724,134
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Patrick T. Harker
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Votes cast for:
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136,939,985
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Votes withheld:
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3,715,172
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Broker non-votes:
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38,724,134
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Frank O. Heintz
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Votes cast for:
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136,939,865
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Votes withheld:
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3,715,292
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Broker non-votes:
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38,724,134
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Barbara J. Krumsiek
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Votes cast for:
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136,827,467
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Votes withheld:
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3,827,690
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Broker non-votes:
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38,724,134
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George F. MacCormack
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Votes cast for:
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136,844,222
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Votes withheld:
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3,810,935
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Broker non-votes:
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38,724,134
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Lawrence C. Nussdorf
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Votes cast for:
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136,858,613
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Votes withheld:
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3,796,544
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Broker non-votes:
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38,724,134
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Patricia A. Oelrich
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Votes cast for:
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137,046,123
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Votes withheld:
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3,609,034
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Broker non-votes:
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38,724,134
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Joseph M. Rigby
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Votes cast for:
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134,985,095
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Votes withheld:
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5,670,062
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Broker non-votes:
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38,724,134
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Frank K. Ross
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Votes cast for:
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136,822,340
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Votes withheld:
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3,832,817
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Broker non-votes:
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38,724,134
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Pauline A. Schneider
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Votes cast for:
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126,480,527
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Votes withheld:
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14,174,630
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Broker non-votes:
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38,724,134
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Lester P. Silverman
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Votes cast for:
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136,998,455
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Votes withheld:
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3,656,702
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Broker non-votes:
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38,724,134
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2
Pepco Holdings, Inc.
Form 8-K
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(c)
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The following proposal was voted on at the meeting:
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The Board of Directors approved and submitted to a vote of the shareholders a proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of PHI for 2010.
This proposal passed. The number of shares present and entitled to vote on the proposal was 179,379,291. Adoption of the proposal required the affirmative vote of the holders of a majority of the shares of Pepco Holdings Common Stock present and entitled to vote or 89,689,646 shares. 175,868,774 shares were voted for the proposal, 1,795,369 shares were voted against the proposal, 1,715,148 shares abstained and there were no broker non-votes.
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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PEPCO HOLDINGS, INC.
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(Registrant)
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Date:
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May 24, 2010
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/s/ A. J. KAMERICK
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Name: Anthony J. Kamerick
Title: Senior Vice President and
Chief Financial Officer
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