SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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|¨||Preliminary Proxy Statement|
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|¨||Definitive Proxy Statement|
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|¨||Soliciting Material Under Rule 14a-12|
WGL Holdings, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than Registrant)
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**** IMPORTANT ****
Dear WGL Holdings, Inc. Shareholder:
Enclosed you will find additional proxy materials relating to the Annual Meeting of Shareholders scheduled to be held on March 1, 2012.
Your broker will ONLY be able to vote on your behalf on the ratification of auditor proposal and will NOT be able to vote your shares with respect to the other proposals, if do not provide specific instructions to your broker. We strongly encourage you to submit your proxy card and exercise your right to vote.
Your Board recommends that you vote in favor of: the election of each director; the ratification of auditors; re-approval of the Omnibus Incentive Compensation Plan; and approval of the compensation paid to certain executives. The Board recommends that you vote AGAINST the shareholder proposal regarding cumulative voting.
Because we have not heard from you, we are sending you this reminder notice, and we urge you to vote your proxy immediately. As a shareholder, you have the ability to vote over the Internet or telephone, and we are asking you to do so now to save WGL Holdings, Inc. further expense. Instructions on how to vote over the phone or Internet are enclosed in this package.
Your shares cannot be represented at the Annual Meeting on: the election of directors; the Omnibus Incentive Compensation Plan; compensation paid to certain executives, or the shareholder proposal, unless you either sign and return the enclosed voting form or vote by telephone or over the Internet.
If you sign and return the enclosed form without indicating a choice of For, Against or Abstain, your shares will be voted as recommended by your Board of Directors.
Please Vote Today
If you have questions or need help voting your shares, please call our proxy solicitation firm, Morrow & Co., LLC. at 800-278-2141.
/s/ Arden T. Phillips
|Arden T. Phillips|
|Corporate Secretary and|