--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-021382" form_type: "8-K" ticker: "D" cik: "0000715957" company_name: "DOMINION ENERGY, INC" filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T05:11:27.715060+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Dominion Energy shareholders approve bylaw changes; all 11 director nominees elected ## Summary - Bylaw amendments regarding special meetings and advance director nominations approved by shareholders. - Board clarified meeting-presiding officer succession (Chair, Vice Chair, Lead Independent Director). - Advisory say-on-pay passed with 545.9M votes for, 49.3M against; auditor Deloitte ratified (667.5M for). - Shareholder proposal to require independent Board chair rejected (239.7M for, 355.5M against). - All 11 director nominees elected; Pamela J. Royal received the lowest support (496.3M for, 100.2M against). ## SEC filing metadata - accession: 0000950170-23-021382 - form_type: 8-K - ticker: D - cik: 0000715957 - company_name: DOMINION ENERGY, INC - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/d-20230510.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-021382 - JSON: https://secwatch.observer/filing/0000950170-23-021382.json - Plain text: https://secwatch.observer/filing/0000950170-23-021382.txt ## Key facts - Governance Changes DOMINION ENERGY, INC: Amended Bylaws to clarify presiding officer at Board meetings in absence of Chair/Vice Chair (effective 2023-05-10). - Change: bylaw amendment - Effective: 2023-05-10 source text: the Board approved an amendment to the Company’s Bylaws clarifying that, in the absence of the Chair or Vice Chair (if any), the Lead Independent Director, or in the absence of the Chair, Vice Chair (if any) and the Lead Independent Director, such other person as designated by the Board, will preside at the meetings of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Governance Changes DOMINION ENERGY, INC: Amended Article IV of Bylaws to change information required for shareholder request for special meeting (effective 2023-05-10). - Change: bylaw amendment - Effective: 2023-05-10 source text: an amendment to Article IV of the Company’s Bylaws to make certain changes to the information required to be provided by a shareholder requesting a special meeting of the Company’s shareholders (the “Amendment to Article IV”) evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Governance Changes DOMINION ENERGY, INC: Amended Article XI of Bylaws to change advance notice provisions for director nominations (effective 2023-05-10). - Change: bylaw amendment - Effective: 2023-05-10 source text: to Article XI of the Company’s Bylaws to make certain changes to the advance notice provisions for director nominations by shareholders (the “Amendment to Article XI”). evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders approved Advisory vote on compensation paid to named executive officers at the 2023-05-10 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-10 source text: Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say on Pay”). The votes were as follows: Votes For Votes Against Votes Abstained Broker Non-Vote 545,850,690 49,264,648 3,196,036 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders rejected Shareholder proposal regarding a policy to require an independent Chair at the 2023-05-10 meeting. - Outcome: failed - Meeting: 2023-05-10 source text: A shareholder proposal regarding a policy to require an independent Chair was not approved. The votes were as follows: Votes For Votes Against Votes Abstained Broker Non-Vote 239,650,310 355,455,206 3,205,858 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders approved Election of Directors at the 2023-05-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-10 source text: Each of the Company’s 11 director nominees was elected to serve on its Board until the next annual meeting or until their respective successors have been duly elected or appointed and qualified. The votes for each nominee were as follows: Nominee Votes For Votes Against Votes Abstained Broker Non-vote James A. Bennett 556,926,448 39,473,181 1,911,745 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders approved Management’s proposed Amendment to Article IV at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Management’s proposed Amendment to Article IV was approved. The votes were as follows: Votes For Votes Against Votes Abstained Broker Non-Vote 586,616,964 8,699,233 2,995,177 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders approved Management’s proposed Amendment to Article XI at the 2023-05-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-10 source text: Management’s proposed Amendment to Article XI was approved. The votes were as follows: Votes For Votes Against Votes Abstained Broker Non-Vote 582,931,249 9,245,347 6,134,778 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders voted on Advisory vote on frequency of Say on Pay at the 2023-05-10 meeting. - Proposal: say on pay frequency - Meeting: 2023-05-10 source text: The results of the advisory vote on the frequency of holding the Say on Pay vote were as follows: One Year Two Years Three Years Votes Abstained Broker Non-Vote 587,995,693 2,248,702 5,220,258 2,846,721 103,390,364 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm - Shareholder Votes DOMINION ENERGY, INC shareholders approved Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2023 at the 2023-05-10 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-10 source text: The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by shareholders as follows: Votes For Votes Against Votes Abstained 667,518,200 32,625,685 1,557,853 evidence_url: https://www.sec.gov/Archives/edgar/data/715957/000095017023021382/0000950170-23-021382-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.