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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¨
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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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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 was held on May 18, 2012.
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(b)
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PHI’s stockholders elected 12 directors, each to serve a one-year term that expires at PHI’s 2013 annual meeting of stockholders, and until such director’s successor is elected and qualified. The votes regarding this proposal were as follows:
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Votes
Cast For
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Votes
Withheld
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Broker
Non-Votes
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|||||
Jack B. Dunn, IV
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121,662,613
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6,079,485
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48,444,991
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Terence C. Golden
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124,748,447
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2,993,651
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48,444,991
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Patrick T. Harker
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122,168,162
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5,573,936
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48,444,991
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Frank O. Heintz
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122,170,538
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5,571,560
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48,444,991
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Barbara J. Krumsiek
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122,103,608
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5,638,490
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48,444,991
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George F. MacCormack
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124,801,602
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2,940,496
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48,444,991
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Lawrence C. Nussdorf
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124,803,244
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2,938,854
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48,444,991
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Patricia A. Oelrich
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124,933,292
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2,808,806
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48,444,991
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Joseph M. Rigby
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121,891,114
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5,850,984
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48,444,991
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Frank K. Ross
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121,990,268
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5,751,830
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48,444,991
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Pauline A. Schneider
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123,962,083
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3,780,015
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48,444,991
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Lester P. Silverman
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124,905,394
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2,836,704
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48,444,991
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PHI’s stockholders approved, on an advisory (non-binding) basis, a resolution indicating their support for PHI’s executive compensation. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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113,965,312
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11,505,457
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2,271,330
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48,444,991
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PHI’s stockholders approved the 2012 LTIP. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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115,408,316
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10,511,077
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1,822,705
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48,444,991
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PHI’s stockholders approved the performance goal criteria under the Pepco Holdings, Inc. Long-Term Incentive Plan. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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116,831,765
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9,071,277
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1,839,056
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48,444,991
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PHI’s stockholders approved the EICP. The votes regarding this proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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115,492,635
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10,028,694
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2,220,769
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48,444,991
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PHI’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm of PHI for 2012.
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For
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Against
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Abstain
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Broker Non-Votes
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171,847,536
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3,050,472
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1,289,082
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0
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(d) Exhibits
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The following exhibits are filed herewith or incorporated by reference herein:
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Exhibit No.
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Description of Exhibit
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Reference
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10.1
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Pepco Holdings, Inc. 2012 Long-Term Incentive Plan
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Exhibit 10.29 to PHI’s Form 10-K, 2/24/12
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10.2
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Pepco Holdings, Inc. Amended and Restated Annual Executive Incentive Compensation Plan
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Exhibit 10.30.1 to PHI’s Form 10-K, 2/24/12
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10.3
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Form of Restricted Stock Unit Agreement (Time-Vested) under the 2012 LTIP
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Filed herewith.
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10.4
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Form of Restricted Stock Unit Agreement (Performance-Based/162(m)) under the 2012 LTIP
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Filed herewith.
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10.5
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Form of Performance-Based Restricted Stock Unit Agreement (Performance-Based/Non-162(m)) under the 2012 LTIP
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Filed herewith.
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99.1
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Description of Material Terms and Conditions of the 2012 LTIP (excerpted from pages 70 to 80 of the Proxy Statement)
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Filed herewith.
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99.2
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Description of Material Terms and Conditions of the EICP (excerpted from pages 89 to 93 of the Proxy Statement)
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Filed herewith.
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PEPCO HOLDINGS, INC.
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(Registrant)
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Date:
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May 18, 2012
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/s/ JOSEPH M. RIGBY
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Name: Joseph M. Rigby
Title: Chairman, President and
Chief Executive Officer
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Exhibit No.
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Description of Exhibit
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Reference
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10.1
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Pepco Holdings, Inc. 2012 Long-Term Incentive Plan
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Exhibit 10.29 to PHI’s Form 10-K, 2/24/12
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10.2
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Pepco Holdings, Inc. Amended and Restated Annual Executive Incentive Compensation Plan
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Exhibit 10.30.1 to PHI’s Form 10-K, 2/24/12
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10.3
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Form of Restricted Stock Unit Agreement (Time-Vested) under the 2012 LTIP
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Filed herewith.
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10.4
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Form of Restricted Stock Unit Agreement (Performance-Based/162(m)) under the 2012 LTIP
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Filed herewith.
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10.5
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Form of Performance-Based Restricted Stock Unit Agreement (Performance-Based/Non-162(m)) under the 2012 LTIP
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Filed herewith.
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99.1
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Description of Material Terms and Conditions of the 2012 LTIP (excerpted from pages 70 to 80 of the Proxy Statement)
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Filed herewith.
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99.2
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Description of Material Terms and Conditions of the EICP (excerpted from pages 89 to 93 of the Proxy Statement)
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Filed herewith.
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