UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2014

Former name or former address, if changed since last report: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2014, the boards of directors of WGL Holdings, Inc. (WGL Holdings) and its wholly-owned subsidiary, Washington Gas Light Company (Washington Gas), elected Ms. Dale S. Rosenthal to serve on their respective boards as a director beginning on October 1, 2014 until the next succeeding annual meeting of shareholders, or until her successor may be duly qualified and elected. WGL Holdings and Washington Gas are referred to collectively below in this Current Report as the “Companies.”

The Companies have not entered into any transactions with Ms. Rosenthal identified in Item 404(a) of Regulation S-K and she will not be employed by the Companies. The Board of Directors has determined that Ms. Rosenthal is independent within the meaning of New York Stock Exchange rules. Further, Ms. Rosenthal was not elected pursuant to an arrangement or understanding between her and any other person. The Board of Directors of each Company has appointed Ms. Rosenthal to serve on the audit committee, effective as of October 1, 2014.

Ms. Rosenthal will receive compensation for her service as a director (e.g., attending meetings and educational seminars) in accordance with the director compensation program of the Companies which includes the WGL Holdings Directors’ Stock Compensation Plan (the “Plan”). Pursuant to the Plan, each director annually receives an amount of WGL Holdings common stock equal to $85,000 in value. Under the Plan, on October 1, 2014, Ms. Rosenthal will receive an award of WGL Holdings common stock equal to $21,250 in value as part of her compensation as a director for calendar year 2014. The amount of stock awarded will be determined using the closing price of WGL Holdings common stock on October 1, 2014.

A detailed description of the Companies’ director compensation program can be found in the WGL Holdings, Inc. proxy statement filed on Schedule 14A with the Securities and Exchange Commission on January 23, 2014.

The board of directors of Washington Gas amended Article II, Section 1 of the bylaws of Washington Gas at a meeting of the board held on September 24, 2014. The bylaw amendment increases the size of the Washington Gas board of directors from eight to nine persons. The bylaw amendment was effective September 24, 2014.

On September 29, 2014, WGL Holdings and Washington Gas issued a press release related to the election of Ms. Dale S. Rosenthal to the boards of directors of the companies. The full text of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

9.01(d) Exhibits:

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

3

Exhibit 3(ii)

WASHINGTON GAS LIGHT COMPANY

BYLAWS

ARTICLE II. – Board of Directors

SECTION 1. Number, Powers, Term of Office, Quorum, Lead Director. The Board of Directors of the Company shall consist of nine persons. The Board of Directors may exercise all the powers of the Company and do all acts and things which are proper to be done by the Company which are not by law or by these Bylaws directed or required to be exercised or done by the stockholders. The members of the Board of Directors shall be elected at the annual meeting of stockholders and shall hold office until the next succeeding annual meeting, or until their successors shall be elected and shall qualify. A majority of the number of directors fixed by the Bylaws shall constitute a quorum for the transaction of business. The action of a majority of the directors present at any lawful meeting at which there is a quorum shall, except as otherwise provided by law or by these Bylaws, be the action of the Board. The Board of Directors shall have a Lead Director, who shall be an independent director, not an employee of the Company. The powers and responsibilities of the Lead Director shall be established by the Board of Directors and shall be set forth in the Corporate Governance Guidelines of the Company. The powers and responsibilities of the Lead Director may be modified from time to time in the discretion of the Board of Directors.

Exhibit 99.1

FOR IMMEDIATE RELEASE		CONTACTS:
September 29, 2014
		News Media
		Ruben Rodriguez (202) 624-6620
		Financial Community
		Douglas Bonawitz (202) 624-6129

Dale S. Rosenthal Elected to Boards of Directors

of WGL Holdings, Inc. and Washington Gas

WASHINGTON — WGL Holdings, Inc. (NYSE: WGL), the parent company of Washington Gas and other energy-related subsidiaries, today announces the election of Dale S. Rosenthal to the boards of directors of WGL Holdings and Washington Gas, effective October 1, 2014. With the election of Ms. Rosenthal, the number of directors for WGL Holdings and Washington Gas currently stands at nine.

“We are honored that Ms. Rosenthal has chosen to join our Board of Directors,” said Terry D. McCallister, Chairman and Chief Executive Officer of WGL Holdings and Washington Gas. “The exceptional business acumen and abundant knowledge that she will bring to our company as a board member will undoubtedly contribute to WGL’s success, now and into the future.”

As Division President of Clark Financial Services Group, Ms. Rosenthal is setting the strategy for Clark’s entry into the alternative energy space, leveraging Clark Construction’s core turnkey construction competence into alternative energy development, finance and management.

Prior to her promotion to Division President, Ms. Rosenthal served as Chief Financial Officer of Clark Construction for 8 years, leading all the financial functions of Clark Construction, a multi-billion dollar company. Some of the functions under her purview as CFO included enterprise risk management, accounting, internal audit and compliance, financial planning and reporting, treasury, tax and strategic planning. Prior to accepting the promotion to CFO, Ms. Rosenthal established a successful start-up for Clark, its Global Technologies group, which developed and built data centers for early internet service providers.

Before joining Clark, Ms. Rosenthal led financing teams for several tax-credit financed housing providers playing an instrumental role in identifying new sources of funding and innovative tax structures for complex transactions.

Ms. Rosenthal earned both a Juris Doctor and Masters degree in Business Administration from Harvard Law School and Harvard Graduate School of Business Administration and earned a Bachelor of Arts in Economics from Cornell University. She is a member of the Texas Bar and is currently the Chair of the Strathmore Foundation for the Performing Arts. She is the immediate Past President of Congregation Beth El and has been active in various industry groups, including as a Director and past Officer of the Greater Washington Board of Trade. Both the NYSE and NASDAQ recognize Ms. Rosenthal as a financial expert.

WGL Holdings, Inc.  —  101 Constitution Avenue, NW.  —  Washington, D.C. 20080  —  www.wglholdings.com

Headquartered in Washington, D.C., WGL Holdings, Inc. [NYSE: WGL] is a leading source for clean and efficient energy solutions. Through our affiliates and strategic relationships, the Company offers a diverse set of energy sources including natural gas, wind, and solar as well as a range of energy solutions - generation, storage, transportation, distribution, supply, and efficiency, with activities in 30 states. WGL has five main operating units: Washington Gas Light Company, a regulated natural gas utility serving approximately 1.1 million customers in the metropolitan Washington, D.C. area; Washington Gas Energy Services, Inc., one of the largest natural gas, electricity and green energy suppliers in the Mid-Atlantic; Washington Gas Energy Systems, Inc., a distributed generation and energy efficiency business, offering solar, fuel cell, combined heat and power, and other technologies across the United States; WGL Midstream, Inc., a wholesale energy solutions business, investing in and optimizing natural gas pipelines and storage facilities in the Midwest and Eastern United States; and Hampshire Gas, a natural gas storage business which owns and operates facilities in and around Hampshire County, West Virginia. As product and service innovation are critical for value creation and sustaining growth, we are continuously increasing our assets and investments in targeted clean energy sectors. This strategy supports WGL’s core business, as well as provides opportunity for growth through partnerships and investments. WGL’s diversity is its strength. We are dedicated to the sustainability of our business, the customers and communities we serve, and the environment. To learn more, visit www.wglholdings.com.

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