PEG 8-K
Public Service Enterprise Group Inc (PEG)
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of principal executive offices) (Zip Code) |
(Registrant’s 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 (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 Registered | ||
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 ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 19, 2023, upon the recommendation of the Governance, Nominating and Sustainability Committee, the Board of Directors (the “Board”) of Public Service Enterprise Group Incorporated (the “Company”) elected Kenneth Y. Tanji to serve as a new director effective September 20, 2023. The Board has determined that Mr. Tanji is an independent director within the meaning of the listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. Mr. Tanji has been appointed to the Audit Committee and the Finance Committee of the Board, with such appointments effective upon him becoming a director.
As of the date of election to the Board, Mr. Tanji will participate in the Company’s compensation plans for non-management directors, as described under “Proposal 1: Election of Directors—Director Compensation” in the Company’s proxy statement filed with the Securities and Exchange Commission on March 9, 2023 and incorporated by reference herein.
No arrangement or understanding exists between Mr. Tanji and any other person pursuant to which Mr. Tanji was selected as a director of the Company.
The Company issued a press release dated September 21, 2023 announcing the election of Mr. Tanji. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 99 | Press Release of Public Service Enterprise Group Incorporated, dated September 21, 2023. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
1
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. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
| PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED | ||||||
| (Registrant) | ||||||
| By: | /s/ Rose M. Chernick | |||||
| ROSE M. CHERNICK | ||||||
| Vice President and Controller | ||||||
| (Principal Accounting Officer) | ||||||
| Date: September 21, 2023 | ||||||
2
Exhibit 99
|
|
Public Service Enterprise Group 80 Park Plaza Newark, NJ 07102 | |||||
| CONTACTS: | ||||||
| Investor Relations | Media Relations | |||||
| Carlotta Chan | Marijke Shugrue | |||||
| 973-430-6565 | 908-531-4253 | |||||
| [email protected] | [email protected] | |||||
PSEG Elects Kenneth Y. Tanji to Board of Directors
(NEWARK, N.J. – Sept. 21 2023) – Public Service Enterprise Group Incorporated (PSEG) today announced that Kenneth Y. Tanji has been elected to its Board of Directors, effective September 20, 2023. He also will serve on the audit and finance committees.
Tanji has served as executive vice president and chief financial officer of Prudential Financial, Inc. since December 2018, overseeing global financial management matters including financial reporting, investor relations, treasury, tax, corporate development, and actuarial. He joined Prudential in 1988 and has held various leadership positions including senior vice president and treasurer, chief financial officer of Prudential’s International businesses, and senior financial officer of Prudential Annuities.
“Ken’s track record of strategic guidance, deep financial knowledge and management as well as inclusive leadership will be a tremendous asset to our board,” PSEG Chair, President and CEO Ralph LaRossa said. “Additionally, Ken is a long-term resident of New Jersey. We believe his perspective and experience within our service territory will be invaluable as we continue to position PSEG as an industry leader dedicated to helping customers use less energy, and it’s cleaner, safer and delivered more reliably than ever.”
Tanji serves as trustee and treasurer for the New Jersey Institute for Social Justice. He holds a bachelor’s degree in economics from Yale University and an MBA in finance from the University of Minnesota.
###
About PSEG
Public Service Enterprise Group (PSEG) (NYSE: PEG) is a predominantly regulated infrastructure company focused on a clean energy future. Guided by its Powering Progress vision, PSEG aims to power a future where people use less energy, and it’s cleaner, safer and delivered more reliably than ever. PSEG’s commitment to ESG and sustainability is demonstrated in our net-zero 2030 climate vision and participation in the U.N. Race to Zero, as well as our inclusion on the Dow Jones Sustainability North America Index and the list of America’s most JUST Companies. PSEG’s businesses include Public Service Electric and Gas Co. (PSE&G), PSEG Power and PSEG Long Island (https://corporate.pseg.com).
Visit PSEG at:
www.pseg.com
PSEG on Facebook
PSEG on Twitter
PSEG on LinkedIn
PSEG Energize!
PSEG on Instagram
From time to time, PSEG and PSE&G release important information via postings on their corporate Investor Relations website at https://investor.pseg.com. Investors and other interested parties are encouraged to visit the Investor Relations website to review new postings. You can sign up for automatic email alerts regarding new postings at the bottom of the webpage at https://investor.pseg.com or by navigating to the Email Alerts webpage here. The information on https://investor.pseg.com and https://investor.pseg.com/resources/email-alerts/default.aspx is not incorporated herein and is not part of this press release or the Form 8-K to which it is an exhibit.