Hydro One Ltd 6-K, filed Jun 22, 2022
Hydro One Ltd (HRNNF)
About this 6-K
Hydro One Ltd filed this 6-K on June 22, 2022.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of: June 2022
Commission File Number: 333-225519-01
HYDRO ONE LIMITED
(Translation of Registrant’s name into English)
483 Bay Street, South, 8th Floor, Toronto Ontario M5G 2P5 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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, thereunto duly authorized.
| /s/ Paul Harricks |
| HYDRO ONE LIMITED |
| Name: Paul Harricks |
| Title: Chief Legal Officer |
| Date: June 21, 2022 |
EXHIBIT INDEX
| 99.1 Hydro One Limited news release dated June 21, 2022
99.2 Material change report dated June 21, 2022 |
Exhibit 99.1
| News Release |
|
Hydro One Limited appoints Bill Sheffield as Interim President and CEO after Mark
Poweska accepts new role
Appointment ensures continuity as the company continues to deliver on Ontario-focused
strategy and starts a thorough CEO selection process
TORONTO, June 21, 2022—Today Hydro One Limited (Hydro One) announced that Mark Poweska will be stepping down as President and CEO to assume a leadership position at a utility closer to his family in Western Canada later this year. William (Bill) Sheffield, a member of the company’s Board of Directors since 2018, has been appointed Interim President and CEO of Hydro One. Poweska will remain with Hydro One as an advisor to support Sheffield with the transition.
“On behalf of the board of Board of Directors, I want to thank Mark for his exceptional leadership and for building a strong executive team who have put customers and communities first to deliver greater value for stakeholders, shareholders and all Ontarians,” said Tim Hodgson, Chair of the Board of Hydro One. “Since joining in 2019, Mark introduced an Ontario-focused strategy which has successfully delivered operational and customer excellence, improved outcomes in employee safety, and a strong commitment to environmental, social and governance issues.”
“I would like to thank Hydro One’s Board, leadership team and every employee for your dedication and passion, especially over the last couple years as we supported customers and communities across Ontario,” said Mark Poweska, former President and CEO of Hydro One. “I am confident that the strategy and team we have built together will continue to deliver greater value for customers, communities, employees and shareholders.”
Bill Sheffield is a highly-regarded leader with experience in the electricity industry in Ontario who will provide continuity as the company delivers on its commitments. He will leverage Hydro One’s significant bench-strength to further advance the company’s vision, mission and strategy as the Board of Directors begin a thorough CEO selection process.
“The entire Board and management team recognizes the critical role Hydro One plays in meeting customer needs and enabling economic growth in the province,” said Bill Sheffield, the Interim President and CEO of Hydro One. “I am honoured to lead this exceptional team as we continue to energize life for people and communities across Ontario.”
Bio: William (Bill) Sheffield
William (Bill) Sheffield is the former CEO of Sappi Fine Papers, headquartered in the U.K. and South Africa. He began his career in the steel industry with Stelco Inc., headquartered in
Ontario. Mr. Sheffield also held senior roles in the forest products industry with Abitibi-Price Inc. and Abitibi-Consolidated Inc. where he led the forestry, mill and hydro-electric operations with the Iroquois Falls Division in northern Ontario.
Mr. Sheffield has been a corporate director since 2004 and is currently completing his last term on the board of Velan Inc. Previous directorships include Ontario Power Generation, Canada Post Corporation, Houston Wire & Cable Company, Pan Asia Paper, Corby Distilleries, Royal Group Technologies, 4iiii Innovations Inc., Family Enterprise Canada, and SHAD. In addition to his engagements on the boards of public companies and Crown corporations, Mr. Sheffield has had experience with family enterprise advisory boards such as Burnbrae Farms, Longview Aviation Capital Corp. and Epicure.
Mr. Sheffield holds a Bachelor of Science (Chemistry) from Carleton University, an MBA from McMaster University and holds his ICD.D. In 2015, he was awarded a Fellowship from the National Association of Corporate Directors in the U.S. He also completed the Family Enterprise Advisors Program (FEA) at the University of British Columbia.
About Hydro One Limited
Hydro One Limited, through its wholly-owned subsidiaries, is Ontario’s largest electricity transmission and distribution provider with approximately 1.5 million valued customers, approximately $30.4 billion in assets as at December 31, 2021, and annual revenues in 2021 of approximately $7.2 billion.
Our team of approximately 9,300 skilled and dedicated employees proudly build and maintain a safe and reliable electricity system which is essential to supporting strong and successful communities. In 2021, Hydro One invested approximately $2.1 billion in its transmission and distribution networks, and supported the economy through buying approximately $1.7 billion of goods and services.
We are committed to the communities where we live and work through community investment, sustainability and diversity initiatives. We are designated as a Sustainable Electricity Company by the Canadian Electricity Association.
Hydro One Limited’s common shares are listed on the TSX and certain of Hydro One Inc.’s medium term notes are listed on the NYSE. Additional information can be accessed at www.hydroone.com, www.sedar.com or www.sec.gov.
Forward-Looking Statements and Information
This press release may contain “forward-looking information” within the meaning of applicable securities laws. Words such as “expect”, “anticipate”, “intend”, “attempt”, “may”, “plan”, “will”, “can”, “believe”, “seek”, “estimate”, and variations of such words and similar expressions are intended to identify such forward-looking information. These statements are not guarantees of future performance or actions and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking information. Some of the factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by such forward-looking information, including some of the assumptions used in making such statements, are discussed more fully in Hydro One’s filings with the securities regulatory authorities in Canada, which are available on SEDAR at www.sedar.com. Hydro One does not intend, and it disclaims any obligation, to update any forward-looking information, except as required by law.
For more information, contact Hydro One Media Relations 24 hours a day at 1-877-506-7584 (toll-free in Ontario only) or 416-345-6868. Our website is www.HydroOne.com. Follow us on facebook.com/HydroOneOfficial, twitter.com/HydroOne and instagram.com/HydroOneOfficial.
Exhibit 99.2
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1: | Name and Address of Company |
Hydro One Limited (“Hydro One”)
483 Bay Street, South Tower, 8th Floor
Toronto, Ontario M5G 2P5
| Item 2: | Date of Material Change |
June 21, 2022
| Item 3: | News Release |
A news release announcing the material change referred to in this report was issued through Cision Canada and filed on SEDAR under Hydro One’s profile at www.sedar.com on June 21, 2022.
| Item 4: | Summary of Material Change |
On June 21, 2022, Hydro One announced that Mark Poweska will step down as President and Chief Executive Officer (“CEO”) and director of Hydro One to assume a leadership position at a utility closer to his family in Western Canada later this year. William (Bill) Sheffield, a member of the Board of Directors of Hydro One (“Board of Directors”) since 2018, has been appointed Interim President and CEO of Hydro One effective June 21, 2022.
| Item 5: | Full Description of Material Change |
On June 21, 2022, Hydro One announced that Mark Poweska will step down as President and CEO and director of Hydro One to assume a leadership position at a utility closer to his family in Western Canada later this year. William (Bill) Sheffield, a member of the Board of Directors since 2018, has been appointed Interim President and CEO of Hydro One effective June 21, 2022. Mr. Poweska will remain with Hydro One as an advisor to support Mr. Sheffield with the transition.
Bill Sheffield is a highly-regarded leader with experience in the electricity industry in Ontario who will provide continuity as the company delivers on its commitments. He will leverage Hydro One’s significant bench-strength to further advance the company’s vision, mission and strategy as the Board of Directors begin a thorough CEO selection process.
Bio: William (Bill) Sheffield
William (Bill) Sheffield is the former CEO of Sappi Fine Papers, headquartered in the United Kingdom and South Africa. He began his career in the steel industry with Stelco Inc., headquartered in Ontario. Mr. Sheffield also held senior roles in the forest products industry with Abitibi-Price Inc. and Abitibi-Consolidated Inc. where he led the forestry, mill and hydro-electric operations with the Iroquois Falls Division in northern Ontario.
Mr. Sheffield has been a corporate director since 2004 and is currently completing his last term on the board of Velan Inc. His previous directorships include Ontario Power Generation, Canada Post Corporation, Houston Wire & Cable Company, Pan Asia Paper, Corby Distilleries, Royal Group Technologies, 4iiii Innovations Inc., Family Enterprise Canada, and SHAD. In addition to his engagements on the boards of public companies and Crown corporations, Mr. Sheffield also has experience with family enterprise advisory boards such as Burnbrae Farms, Longview Aviation Capital Corp. and Epicure.
Mr. Sheffield holds a Bachelor of Science (Chemistry) from Carleton University, a Master of Business Administration (MBA) from McMaster University and holds his ICD.D. designation from the Institute of Corporate Directors. In 2015, he was awarded a Fellowship from the National Association of Corporate Directors in the United States. He also completed the Family Enterprise Advisors Program (FEA) at the University of British Columbia.
| Item 6: | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 8: | Executive Officer |
For further information please contact:
Paul Harricks
Executive Vice President and Chief Legal Officer
Tel: (416) 345-5000
| Item 9: | Date of Report |
June 21, 2022
Caution Regarding Forward-Looking Information
This material change report may include “forward looking information” within the meaning of applicable securities laws. We caution that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward looking information or could cause our current objectives, strategies and intentions to change, and many of these factors are beyond our control and current expectation or knowledge. These statements are not guarantees of future performance or actions and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking information. Some of the factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by such forward-looking information, including some of the assumptions used in making such statements, are discussed more fully in Hydro One’s filings with the securities regulatory authorities in Canada, which are available on SEDAR at www.sedar.com. Hydro One does not intend, and disclaims any obligation, to update any forward-looking information, except as required by law.