Dte Energy Co 8-K, filed Jun 7, 2021
Dte Energy Co (DTE)
About this 8-K
Dte Energy Co filed this 8-K on June 7, 2021.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S Employer Identification No.) |
Registrants address of principal executive offices:
Registrants telephone number, including area code:
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.04. | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On June 7, 2021, DTE Energy Company (the “Company”) sent a notice (the “Blackout Notice”) to its directors and executive officers informing them that they will be subject to certain trading restrictions with respect to shares of Company common stock (the “Common Stock”) as a result of a blackout imposed in connection with the previously announced spin-off of DT Midstream, Inc. on participants in the DTE Energy Company Savings and Stock Ownership Plan, DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 223 of the Utility Workers Union of America, DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers and DTE Gas Company Investment and Stock Ownership Plan (collectively, the “401(k) Plans”) holding interests in the DTE Energy Company Stock Fund.
The Blackout Notice was sent pursuant to Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR, which generally impose certain restrictions on trading in issuer equity securities by directors and executive officers in the event that 50% or more of an issuer’s plan participants are so restricted with respect to the shares in their plan accounts. As described more fully in the Blackout Notice, the Company has decided to impose restrictions on the interests in the DTE Energy Company Stock Fund held in the 401(k) Plans in order to facilitate the addition of the DTM Stock Fund interests to accounts in the 401(k) Plans. The blackout period is scheduled to begin on July 1, 2021, and end during the week of July 5, 2021. During the blackout period, directors and executive officers will be generally restricted from directly or indirectly purchasing, selling, acquiring, exercising or otherwise transferring equity securities of the Company if those securities were acquired in connection with service or employment as a director or officer of the Company.
Inquiries concerning the Blackout Notice, including the beginning and ending dates of the trading restrictions, may be directed without charge to:
DTE Energy Company
One Energy Plaza
Detroit, Michigan 48226
Attn: Shareowner Services
Shareowner_Account@dteenergy.com
A copy of the Blackout Notice is attached to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 99.1 | Blackout Notice, dated June 7, 2021, provided to directors and executive officers of the Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 7, 2021
| DTE ENERGY COMPANY (Registrant) |
| /s/ Lisa A. Muschong |
| Lisa A. Muschong |
| Vice President, Corporate Secretary and Chief of Staff |
Exhibit 99.1
June 7, 2021
Notice of Blackout Period
Dear Directors and Officers:
This notice is to inform you that the DTE Energy Company Stock Fund under the DTE Energy Company Savings and Stock Ownership Plan, DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 223 of the Utility Workers Union of America, DTE Electric Company Savings & Stock Ownership Plan for Employees Represented by Local 17 of the International Brotherhood of Electrical Workers and DTE Gas Company Investment and Stock Ownership Plan (collectively, the “401(k) Plans”) will be in a blackout period that is expected to begin on July 1, 2021, and is expected to end on or around the week of July 5, 2021, but could end later. This blackout is being imposed in connection with the spin-off of DT Midstream, Inc. (“DT Midstream”) from DTE Energy Company (the “Company”) expected to occur on July 1, 2021, pursuant to which the dividend in the form of DT Midstream common stock to be distributed to all Company shareholders will include participants holding interests in the DTE Energy Company Stock Fund in their 401(k) Plan accounts. When the dividend is distributed, participants in the 401(k) Plans who hold interests in the DTE Energy Company Stock Fund will receive interests in a new 401(k) Plan investment fund, the “DTM Stock Fund,” in respect of this dividend, the blackout described above is required to facilitate the addition of the DTM Stock Fund interests to accounts in the 401(k) Plans. During the blackout, the DTE Energy Company Stock Fund will be temporarily frozen, and participants will be restricted from all transactions with respect to the DTE Energy Company Stock Fund.
Under applicable SEC rules we are required to notify you that during the blackout period described above you will be generally restricted from directly or indirectly purchasing, selling, acquiring, exercising or otherwise transferring the Company’s equity securities if they were “acquired in connection with your service or employment as a director or officer” of the Company within the meaning of the Section 245 of Regulation BTR promulgated under the Securities Exchange Act of 1934. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest, including transactions by members of your immediate family who share your household or by certain entities in which you have financial involvement. Please note that the trading restriction during the blackout period will not apply to certain transactions, but the exemptions are limited. Given the applicable rules and the short time period involved, we recommend that you avoid any change in your beneficial ownership of the Company’s equity securities acquired in connection with your service or employment as a director or officer during the blackout period. Upon termination of the blackout period, such restrictions will be lifted.
Please note that the dates outlined above may change in connection with changes made to the blackout applicable to the 401(k) Plans, and the restrictions described in this notice are in addition to any other restrictions on trading activity under the Company’s policies or of which the Company has notified you. If there are changes to any of the dates of the blackout period, you will receive an updated communication regarding the change. The rules are complex and penalties may be imposed on you for violation of the rules. Therefore, for any inquiries you have regarding the blackout period, including information about whether such blackout has begun or ended (which will be provided at no charge to you), please contact Shareowner Services via e-mail at Shareowner_Account@dteenergy.com, by telephone at 313-235-4200 or in writing at One Energy Plaza, Detroit, Michigan 48226.