8-K
Eversource Energy (ES)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2022 (September16, 2022)
EVERSOURCE ENERGY
(Exact name of registrant as specified in itscharter)
| Massachusetts | 001-05324 | 04-2147929 |
|---|---|---|
| (State or other jurisdiction<br> of incorporation) | (Commission <br><br>File Number) | (I.R.S. Employer<br> Identification No.) |
| 300 Cadwell Drive**, Springfield** , Massachusetts, | 01104 | |
| --- | --- |
(Address of principal executive offices, including zip code)
(800) 286-5000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
¨ 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 Symbol(s) | Name of each exchange on which <br><br>registered |
|---|---|---|
| Common Shares, $5.00 par value per share | ES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Section 5 | Corporate Governance and Management |
|---|
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On September 16, 2022, the Board of Trustees (the “Board”) of Eversource Energy (the “Company”) announced that James J. Judge, Executive Chairman of the Board of Trustees, will retire as Executive Chairman of the Board and as a Trustee, effective as of December 31, 2022. The Board elected Joseph R. Nolan, Jr., President and Chief Executive Officer and a Trustee, as Chairman of the Board of Trustees and also appointed Mr. Nolan as Chair of the Executive Committee of the Board, effective as of December 31, 2022.
Also on September 16, 2022, the Board determined that Jay S. Buth, Vice President, Controller and Chief Accounting Officer of the Company, is temporarily unavailable to perform his duties as principal accounting officer. The Board appointed John M. Moreira, currently Executive Vice President, Chief Financial Officer and Treasurer of the Company, to serve as the principal accounting officer on an interim basis.
| Section 8 | Other Events |
|---|
| Item 8.01 | Other Events. |
|---|
On September 16, 2022, the Company issued a press release announcing Mr. Judge’s retirement as Executive Chairman of the Board and as a Trustee and Mr. Nolan’s election as Chairman of the Board, both effective as of December 31, 2022, which press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Section 9 | Financial Statements and Exhibits |
|---|
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit Number | ****<br><br> <br>Description |
| --- | --- |
| 99.1 | Press Release of the Company dated September 16, 2022. |
| 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.
| EVERSOURCE ENERGY | ||
|---|---|---|
| (Registrant) | ||
| September 16, 2022 | By: | /s/ James W. Hunt, III |
| James W. Hunt, III | ||
| Executive Vice President - Corporate Relations and Sustainability and Secretary |
Exhibit 99.1
| 56 Prospect St., Hartford, Connecticut 06103-2818 |
|---|
| 800 Boylston St., Boston, Massachusetts 02199 |
NewsRelease
Eversource Energy Announces Jim Judge WillRetire as Executive Chairman of the Board
Joe Nolan Named Chairman; Leadership ChangesEffective December 31, 2022
HARTFORD, Conn. and BOSTON, Mass. (September 16, 2022) – Eversource Energy (NYSE: ES) today announced that Jim Judge, Executive Chairman of the Board of Trustees, will retire from the board effective December 31, 2022. As part of the company’s long-standing succession plan, Joe Nolan, President and CEO, will become Chairman of the Board.
Judge has served as Eversource’s Executive Chairman since May of 2021, remaining active in both investor and industry relations after a long career at the company that included roles as President, CEO and CFO. “It has been my distinct pleasure to have served the customers, shareholders and communities of Eversource. During my 45-year career with the company, changes in the industry have been extraordinary and I am confident that Joe is the leader who has the vision and experience to ensure a strong future for the company,” Judge said.
Joe Nolan was elected President, CEO and a Trustee in May of 2021, building on his 35-year career with the company and his critical work to advance Eversource’s environmental stewardship and clean energy strategy. “I’m very grateful to Jim for his mentorship and guidance that has provided positive results for Eversource. I look forward to building on that legacy as we lead the way in environmental and corporate responsibility, as well as reliable service to customers,” Nolan added.
Eversource’s Board of Trustees will continue to have a lead, independent trustee. On behalf of the company’s Board, Lead Independent Trustee William Van Faasen said, “Joe is a remarkable leader with extensive experience at Eversource and in the industry. We look forward to him assuming this additional role as an important next step in the company’s succession process. At the same time, the Board is truly grateful to Jim for his countless accomplishments and many years of service. I’ve had the pleasure of working with Jim as he led the company with the needs of customers, employees and all stakeholders as his top priority at all times.”
Eversource (NYSE: ES), celebrated as a national leader for itscorporate citizenship, is the #1 energy company in Newsweek’s list of America’s Most Responsible Companies for 2021and recognized as one of America’s Most JUST Companies. Eversource transmits and delivers electricity and natural gas and supplieswater to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. The #1 energy efficiency provider in thenation, Eversource harnesses the commitment of approximately 9,200 employees across three states to build a single, united company aroundthe mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy futurein the Northeast, with nationally recognized energy efficiency solutions and successful programs to integrate new clean energy resourceslike solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com,and follow us on Twitter, Facebook, Instagram, and LinkedIn. For more information on our water services,visit aquarionwater.com.
MEDIA CONTACT:
Caroline Pretyman
617-424-2460
caroline.pretyman@eversource.com
INVESTOR CONTACT:
Jeff Kotkin
860-665-5154
jeff.kotkin@eversource.com