Annual Meeting of Shareholders
2018 Annual Meeting of ShareholdersWednesday, May 9, 2018
9:30 a.m. Eastern Time
Greater Richmond Convention Center
403 North 3rd Street
Richmond, VA 23219
Only shareholders as of the March 2, 2018 record date may attend the 2018 Annual Meeting of Shareholders (2018 Annual Meeting). Parking will be provided to shareholders in the Greater Richmond Convention Center’s parking garage located across the street at 351 North 3rd Street, Richmond, VA 23219. Shareholders should enter the Greater Richmond Convention Center using the skywalk located on the third floor of the parking garage in order to proceed to the registration table.
View directions to the Greater Richmond Convention Center.
Information on Attending the 2018 Annual Meeting
If you plan to attend the 2018 Annual Meeting, you must request an Admission Ticket in advance.
Please submit your request for an Admission Ticket on or before Wednesday, May 2, 2018, by emailing a request to firstname.lastname@example.org or contacting Dominion Energy Shareholder Services at 800-552-4034. You will need to provide the following information with your request:
- Your name, mailing address and email address;
- Whether you need special assistance at the meeting; and
- If your shares are held for you in the name of your broker, bank or other Shareholder of Record, evidence of your stock ownership as of March 2, 2018 (such as a current letter from your broker or bank or a photocopy of a current brokerage or other account statement).
You will need both the Admission Ticket and a government-issued photo identification to enter the 2018 Annual Meeting. An authorized proxy must also present an Admission Ticket, a government-issued photo identification and proof that he or she is an authorized proxy of a shareholder. Admission tickets are nontransferable.
For safety and security reasons, video and still cameras, recording equipment, electronic devices (including cell phones, smartphones, tablets, laptops, other portable electronic devices, etc.), large purses or bags, briefcases and packages will not be permitted in the 2018 Annual Meeting, other than for company-authorized purposes. Security measures may include bag and hand-wand searches. Rules of the meeting will be printed on the back of the agenda given to you at the 2018 Annual Meeting. We thank you in advance for your patience and cooperation with these rules.
About the Notice Regarding the Availability of Proxy Materials
The Notice Regarding the Availability of Proxy Materials tells shareholders how to access and review the information contained in the proxy materials and how to vote via the Internet, by mail or in person. By utilizing this method of delivery, Dominion Energy avoids the cost and environmental effect of printing proxy materials.The Notice will contain:
- A notice of the 2018 Annual Meeting;
- A brief description of the items to be voted on at the 2018 Annual Meeting and the recommendation of Dominion Energy’s Board of Directors with regard to each item;
- The address of the website where the proxy materials will be made available and instructions on how to view them;
- Instructions on how to request paper or email copies of the proxy materials; and
- Instructions on how to vote over the Internet or how to vote in person at the 2018 Annual Meeting.
Importantly, the Notice Regarding the Availability of Proxy Materials will contain an 11-digit control number that you will need to access the proxy materials, to request paper or email copies of the proxy materials, and to vote your shares via the Internet. For this reason, we suggest that you retain the Notice through the date of the 2018 Annual Meeting.The Notice Regarding the Availability of Proxy Materials will be made available to shareholders on or about March 23, 2018, or mailed to those shareholders who previously requested written materials.
Voting Your Proxy
All shareholders who owned Dominion Energy common stock at the close of business on March 2, 2018, may vote. Your voting method depends on whether you are a Shareholder of Record, Beneficial Owner or participant in one of Dominion Energy’s employee savings plans.
Shareholders of Record
If your shares are registered directly in your name on Dominion Energy’s records (including any shares held in Dominion Energy Direct®, Dominion Energy’s direct stock purchase and dividend reinvestment plan), you are considered, for those shares, to be the “Shareholder of Record.” The proxy materials or Notice have been sent directly to you by Dominion Energy.
- If you received your proxy materials in the mail, you may vote your shares by proxy over the Internet, by telephone or by returning your proxy card by mail in the envelope provided. Instructions to vote over the Internet or by telephone are printed on your proxy card. If you received an electronic or paper Notice, you may vote over the Internet using the instructions provided. All votes must be received by the proxy tabulator no later than 11:59 p.m., Eastern Time on May 8, 2018.
- If you attend the 2018 Annual Meeting, you may vote your shares in person. For admission requirements, please see Information on Attending the 2018 Annual Meeting above.
- You may revoke your proxy and change your vote before the 2018 Annual Meeting by submitting a written notice to our Corporate Secretary, by submitting a later dated and properly signed proxy (including by means of a telephone or Internet vote), or by voting in person at the 2018 Annual Meeting.
- If you properly vote your proxy by one of the methods listed above, all shares will be voted according to your instructions. If you sign your proxy card but do not specify how you want your shares voted on any matter, you will be deemed to have directed the proxies to vote your shares as recommended by the Board. However, no vote will be recorded if you do not properly sign your proxy card, regardless of whether you specify how you want your shares voted.
If your shares are held in a stock brokerage account or by a bank or other Shareholder of Record, you are considered a “Beneficial Owner” of shares held in street name. The proxy materials or Notice, including voting and revocation instructions, have been forwarded to you by the institution that holds your shares. As the Beneficial Owner, you have the right to direct your broker, bank or other Shareholder of Record on how to vote your shares.
- Follow the instructions on the voting instruction form or Notice provided by the institution that holds your shares.
- To vote in person at the 2018 Annual Meeting, you must present a government-issued photo identification, your Admission Ticket and a legal proxy provided by the institution that holds your shares. For admission requirements, please see Information on Attending the 2018 Annual Meeting above.
- If you do not provide your broker with timely voting instructions, your broker will not be able to vote on most of the items on the agenda of the 2018 Annual Meeting. Please see What is discretionary voting by brokers? on page 61 of the 2018 Proxy Statement.
Dominion Energy Employee Savings Plan Participants
If your shares are held under one of Dominion Energy’s employee savings plans (the Plans), you are considered the “Beneficial Owner” of shares held in your Plan account. The Notice has been forwarded to you by the Trustee for the Plans. As the Beneficial Owner, you have the right to direct the Trustee on how to vote your shares.
- Only the Trustee can vote your Plan shares. To allow sufficient time for the Trustee to vote your shares, your voting instructions must be received by 11:59 p.m., Eastern Time on May 2, 2018.
- You may revoke or change your voting instructions any time prior to the deadline by submitting a later dated Internet vote or by submitting a written notice to the agent for the Plan Trustee, Corporate Election Services, Inc., at P.O. Box 125, Pittsburgh, PA 15230-0125.
- The Trustee will vote according to your instructions, except as otherwise provided in accordance with the Employee Retirement Income Security Act of 1974, as amended. The Trustee will keep your vote confidential. Under the terms of the Plans, you are not allowed to vote your own Plan shares, even if you attend the meeting in person.
- If you do not vote your Plan shares or if you return your voting instruction card signed with no direction given, your shares will be voted by the Trustee as directed by the independent fiduciary hired by the Plan Administrator.