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Notice of 2018 Annual Meeting of Shareholders

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Notice of 2018 Annual Meeting of Shareholders NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS DATE: Wednesday, May 9, 2018 TIME: 9:30 a.m., Eastern Time PLACE: Greater Richmond Convention Center 403 North 3rd Street Richmond, Virginia 23219 ITEMS OF BUSINESS: Matters to be voted on at the 2018 Annual Meeting of Shareholders (2018 Annual Meeting) are as follows: • Election of the 12 director nominees named in this Proxy Statement; • Ratification of the appointment of Deloitte & Touche LLP as our independent auditor for 2018; • Advisory vote on approval of executive compensation (Say on Pay); • Two shareholder proposals, if properly presented; and • Consideration of other business properly presented at the meeting. RECORD DATE: You can attend the meeting and vote if you were a shareholder of record at the close of business on March 2, 2018. PROXY VOTING: Each share of Dominion Energy, Inc. (Dominion Energy) common stock is entitled to one vote on each matter properly brought before the meeting. Please vote by proxy as soon as possible. Your vote is very important to us, and we want your shares to be represented at the meeting. If you plan to attend the meeting, please see How do I attend the 2018 Annual Meeting in person? on page 62 for admission requirements. This Proxy Statement, our 2017 Summary Annual Report and Dominion Energy’s Annual Report on Form 10-K for the year ended December 31, 2017, will be made available to shareholders electronically on or around March 23, 2018, or mailed on or around the same date to those shareholders who have previously requested printed materials. Dated: March 23, 2018 By Order of the Board of Directors, Carter M. Reid Executive Vice President, Chief Administrative & Compliance Officer and Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting of Shareholders to be held on May 9, 2018 Dominion Energy’s Notice of Annual Meeting, 2018 Proxy Statement, 2017 Summary Annual Report and 2017 Annual Report on Form 10-K are available on our website at www.dominionenergy.com/proxy. TABLE OF CONTENTS PROXY STATEMENT SUMMARY .............................................................. 1 ITEM 1 – ELECTION OF DIRECTORS ........................................................... 6 CORPORATE GOVERNANCE .................................................................13 Board Composition ....................................................................13 Director Independence .................................................................14 Board and Committee Governance .......................................................14 Compensation of Non-Employee Directors .................................................18 Securities Ownership ..................................................................21 AUDIT-RELATED MATTERS ..................................................................23 Audit Committee Report ................................................................23 Auditor Fees and Pre-Approval Policy .....................................................24 ITEM 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR .............................25 EXECUTIVE COMPENSATION ................................................................26 Compensation, Governance and Nominating Committee Report ................................26 Compensation Discussion and Analysis ....................................................26 Executive Compensation Tables ..........................................................43 Summary Compensation Table – An Overview .......................................43 Summary Compensation Table ...................................................44 Grants of Plan-Based Awards .....................................................45 Outstanding Equity Awards at Fiscal Year-End .......................................47 Option Exercises and Stock Vested ................................................47 Pension Benefits ..............................................................48 Nonqualified Deferred Compensation .............................................51 Potential Payments Upon Termination or Change in Control ............................52 Equity Compensation Plans ......................................................54 CEO Pay Ratio ................................................................54 ITEM 3 – ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION (SAY ON PAY) ...............55 SHAREHOLDER PROPOSALS (ITEMS 4 – 5) .....................................................56 QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING AND VOTING .......................60 OTHER INFORMATION .....................................................................63 How to Contact Us ....................................................................63 Corporate Governance Materials Available on our Website ....................................64 Shareholder Engagement ..............................................................64 Compensation Committee Interlocks and Insider Participation .................................64 Section 16(a) Beneficial Ownership Reporting Compliance ....................................64 Code of Ethics and Business Conduct .....................................................64 Certain Relationships and Related Party Transactions ........................................64 Proposals and Business by Shareholders ...................................................66 Appendix A – Reconciliation of Reported Earnings (GAAP) to Operating Earnings (non-GAAP) .............67 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this 2018 Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire 2018 Proxy Statement carefully before voting. Questions and Answers About the 2018 Annual Meeting and Voting can be found beginning on page 60. 2018 Annual Meeting Information DATE AND TIME: May 9, 2018, 9:30 a.m., Eastern Time PLACE: Greater Richmond Convention Center 403 North 3rd Street Richmond, Virginia 23219 RECORD DATE: March 2, 2018 VOTING: Shareholders as of the record date are entitled to vote. Each share of Dominion Energy common stock is entitled to one vote on each matter properly brought before the 2018 Annual Meeting to be held on May 9, 2018. ADMISSION: You must request an Admission Ticket in advance to attend the 2018 Annual Meeting by either emailing us at [email protected] or contacting Dominion Energy Shareholder Services at (800) 552-4034. Refer to How do I attend the 2018 Annual Meeting in person? on page 62 for admission requirements. Admission Tickets are nontransferable. Shareholder Voting Matters Voting Matter Board Vote Recommendation Page Reference Item 1 – Election of Directors FOR each director nominee 6 Item 2 – Ratification of Appointment of Independent Auditor FOR 25 Item 3 – Advisory Vote on Approval of Executive Compensation (Say on Pay) FOR 55 Item 4 – Shareholder Proposal Regarding a Report on Methane Emissions AGAINST 56 from Natural Gas Storage Assets Item 5 – Shareholder Proposal Regarding the Right of Shareholders to Act by AGAINST 58 Written Consent For registered holders and employee savings plan participants: For beneficial owners: (Shares are registered in your name with Dominion Energy’s (Shares are held in a stock brokerage account or by a bank or transfer agent or held in one of Dominion Energy’s employee other holder of record) savings plans) Electronically via the Internet* Electronically via the Internet* www.cesvote.com www.proxyvote.com By telephone within the U.S.* (888) 693-8683 Refer to voting instruction form By mail using the proxy card/voting instruction form Refer to voting instruction form *You will need your control number that appears on the Notice or proxy card/voting instructions. Dominion Energy 2018 Proxy Statement 1 Business Performance Highlights • In 2017, Dominion Energy continued to deliver long-term, sustainable growth and strong shareholder returns, which are reflected in our 10-year total shareholder return (TSR) substantial outperformance over that of our Compensation Peer Group, the Philadelphia Stock Exchange Utility Index and the S&P 500. • We continued making the long-term investments necessary to meet our customers’ future energy needs, including building new, cleaner generation sources; strengthening and modernizing the electric grid; and replacing aging electric and natural gas infrastructure. • We made significant progress on three large and environmentally beneficial growth projects: • Construction of the $1.3 billion, 1,588 megawatt gas-fired Greensville County Power Station is proceeding on-time and on-budget. • The $4.1 billion Cove Point Liquefaction Project reached the final commissioning stage and is expected to begin liquefying natural gas for export in March 2018. • The $6.0-6.5 billion Atlantic Coast Pipeline cleared all major regulatory hurdles with the receipt of the Federal Energy Regulatory Commission (FERC) Certificate of Public Convenience and Necessity in October 2017. • We set multiple safety records, including a record low Occupational Safety and Health Administration (OSHA) recordable incidence rate of 0.60 and a record low lost time/restricted duty incidence rate of 0.29. • We grew our dividend for the fourteenth consecutive year with an increase of 8.4% in 2017. We also announced in September 2017 that we anticipate increasing the dividend 10% per year through 2020, subject to quarterly declaration and determination
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