8-K
Eversource Energy (ES)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 11, 2020 (May 6, 2020)
EVERSOURCE ENERGY
(Exact name of registrant as specifiedin its charter)
| 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<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which 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 Arrangementsof Certain Officers. |
|---|
(d) On May 6, 2020, at a meeting of the Board of Trustees (the “Board”) of Eversource Energy (the “Company”), the Board elected Gregory M. Jones to serve as a Trustee, effective immediately. The Board also appointed Mr. Jones to serve on the Audit and Finance Committees.
Mr. Jones’ initial term as a Trustee will continue until Eversource Energy’s 2021 Annual Meeting of Shareholders to be held in May 2021. Mr. Jones will receive an annual cash retainer in the amount of $115,000 for service on the Board during his term of office, including participation in all Board and Committee meetings, prorated to reflect his election on May 6, 2020. Mr. Jones will also be entitled to receive a grant under the Eversource Incentive Plan (the “Plan”) on June 6, 2020, equal to that number of Restricted Stock Units (“RSUs”) resulting from dividing $160,000 by the average closing price of Eversource Energy common shares as reported on the New York Stock Exchange for the 10 trading days immediately preceding the date of grant, rounded to the nearest whole RSU, and prorated to reflect his election on May 6, 2020.
Mr. Jones, age 62, currently serves as Vice President, Strategy and Planning of Hartford Healthcare. He also serves as Chairman of the Board of The Legacy Foundation of Hartford, Inc.
There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was elected as Trustee. Mr. Jones does not have any transactions with related persons in which Eversource Energy is a participant that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of Eversource Energy’s news release announcing Mr. Jones’ election is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Also at its meeting on May 6, the Board appointed William C. Van Faasen to serve as Lead Trustee and Cotton Cleveland to serve as Chair of the Corporate Governance Committee. Both of these appointments by the Board were made to replace Sanford Cloud, Jr. as Lead Trustee and Chair of the Corporate Governance Committee. Mr. Cloud retired from the Board on May 6, 2020.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
(a) On May 6, 2020, the Company held its 2020 Annual Meeting.
(b) Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated March 26, 2020. On March 11, 2020, the record date for the Annual Meeting, there were 330,332,184 common shares outstanding and entitled to vote. At the Annual Meeting, 292,429,838 common shares were represented, in person or by proxy, constituting a quorum.
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(1) Election of Trustees. The shareholders elected each of the 10 nominees to the Board of Trustees for a one-year term by a majority of the outstanding common shares:
| Trustee | For | Against | Abstained | Broker<br> <br>Non-Votes |
|---|---|---|---|---|
| Cotton M. Cleveland | 252,240,720 | 7,543,555 | 1,187,313 | 31,458,249 |
| James S. DiStasio | 256,174,991 | 3,730,593 | 1,066,003 | 31,458,249 |
| Francis A. Doyle | 255,831,291 | 3,833,587 | 1,306,709 | 31,458,249 |
| Linda Dorcena Forry | 256,161,140 | 3,759,253 | 1,051,195 | 31,458,249 |
| James J. Judge | 236,762,159 | 20,905,180 | 3,304,249 | 31,458,249 |
| John Y. Kim | 256,145,999 | 3,397,401 | 1,428,188 | 31,458,249 |
| Kenneth R. Leibler | 254,431,313 | 5,342,961 | 1,197,314 | 31,458,249 |
| David H. Long | 255,177,357 | 4,617,209 | 1,177,022 | 31,458,249 |
| William C. Van Faasen | 254,421,789 | 5,440,376 | 1,109,423 | 31,458,249 |
| Frederica M. Williams | 258,439,155 | 1,458,903 | 1,073,530 | 31,458,249 |
(2) The shareholders approved, on an advisory basis, the compensation of the Company’s 2019 Named Executive Officers:
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 230,233,396 | 27,592,830 | 3,145,361 | 31,458,249 |
(3) The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020:
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 286,698,904 | 4,551,684 | 1,179,249 | 0 |
| Section 9 | Financial Statements and Exhibits | ||
| --- | --- | ||
| Item 9.01 | Financial Statements and Exhibits | ||
| --- | --- | ||
| Exhibit<br><br> <br>Number | Description | ||
| --- | --- | ||
| 99.1 | News Release announcing the election of Mr. Jones as a Trustee, issued by Eversource Energy, dated May 11, 2020. | ||
| 104 | Cover Page lnteractive Data File (embedded within the Inline XBRL document). |
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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<br><br> <br>(Registrant) | ||
|---|---|---|
| May 11, 2020 | By: | /s/ GREGORY B. BUTLER |
| Gregory B. Butler | ||
| Executive Vice President and General Counsel |
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Exhibit 99.1
| 56 Prospect St., Hartford, Connecticut 06103-2818<br><br> <br><br><br> <br>800 Boylston St., Boston, Massachusetts 02199 |
|---|
| News Release |
| --- |
Gregory M. Jones Named to EversourceBoard of Trustees
HARTFORD, Conn. and BOSTON, Mass. (May 11, 2020) – Eversource Energy (NYSE: ES) announced today the election of Gregory M. Jones to its Board of Trustees effective May 6, 2020. Jones serves as Vice President of Community Health and Engagement for Hartford Healthcare, where he leads the $4 billion integrated healthcare system’s community health and engagement efforts.
“We’re excited to have someone with Gregory’s successful track record of business development, strategic planning and financial leadership join our board,” said Eversource Chairman, President and CEO Jim Judge. “Among other various strengths, his focus and expertise on corporate social responsibility will be a valuable asset as we work to build on our national leadership as the #1 utility for corporate citizenship.”
With more than 25 years of experience as a finance and corporate strategy executive leading large-scale business development initiatives, Jones has helped public and privately held manufacturing, utility and healthcare companies develop and deploy successful business growth strategies that include a focus on corporate social responsibility. He joined Hartford Healthcare in his current role as Vice President of Community Health and Engagement in 2017 and has also previously held leadership positions with United Technologies, Pratt & Whitney, Tyco and JP Morgan.
“I am honored to join the board of Eversource Energy and look forward to helping build on its success as a national leader in clean energy and corporate citizenship,” said Jones. “From its industry-leading goal to be carbon neutral by 2030 to its offshore wind partnership with Ørsted and #1-ranked energy efficiency solutions, Eversource is always working to better serve its customers and at the forefront of our clean energy future.”
Jones earned his bachelor’s degree from Morgan State University, as well as a Master of Public Management from Carnegie Mellon University and a Master of Business Administration from the Wharton School at the University of Pennsylvania. He currently serves as a member of the Board of Directors for the Greater Hartford Community Foundation and has also served on the Hartford Hospital Board of Directors.
Eversource (NYSE: ES) transmits and delivers electricityand natural gas and supplies water to approximately 4 million customers in Connecticut, Massachusetts and New Hampshire. Celebratedas a national leader for its corporate citizenship, Eversource is the #1 energy company in Newsweek’s list of America’sMost Responsible Companies for 2020 and recognized as one of America’s Most JUST Companies and the #1 utility by Forbesand JUST Capital. The #1 energy efficiency provider in the nation, Eversource harnesses the commitment of approximately8,300 employees across three states to build a single, united company around the mission of safely delivering reliable energyand water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally-recognizedenergy efficiency solutions and successful programs to integrate new clean energy resources like solar, offshore wind, electricvehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow uson Twitter, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.
CONTACT:
Caroline Pretyman
617-424-2460
caroline.pretyman@eversource.com
Al Lara
860-665-2344
albert.lara@eversource.com