PPL Corp 8-K, filed Feb 26, 2020
PPL Corp (PPL)
8-K
2020-02-26
For: 2020-02-26
View Original
Added on
April 11, 2026
About this 8-K
PPL Corp filed this 8-K on February 26, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2020
Commission File Number | Registrant; State of Incorporation; Address and Telephone Number | IRS Employer Identification No. | |||
(Exact name of Registrant as specified in its charter) | |||||
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 Symbol: | Name of each exchange on which registered |
Junior Subordinated Notes of PPL Capital Funding, Inc. | ||
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 of Certain Officers.
On February 26, 2020, PPL Corporation ("PPL" or the "Company") issued a press release announcing that William H. Spence, PPL Chairman and Chief Executive Officer, has announced his retirement from employment with the Company effective May 31, 2020. Mr. Spence will continue to serve as Non-Executive Chairman of the Board after his retirement.
Also on February 26, 2020, PPL announced the appointment of Vincent Sorgi to the position of President and Chief Executive Officer effective June 1, 2020. Mr. Sorgi, 48, has served as the Company's President and Chief Operating Officer since July 2019. He will relinquish the Chief Operating Officer role effective May 31, 2020. He previously served as Executive Vice President and Chief Financial Officer beginning in January 2019 and as Senior Vice President and Chief Financial Officer beginning in 2014. Prior to that, he served as Vice President and Controller of the Company for more than four years. He also served for three years as controller for the Company's former supply segment, which comprised PPL Generation and PPL EnergyPlus. Mr. Sorgi started his career at the Company in 2006 as financial director of the PPL Generation subsidiary. Prior to joining PPL, he worked for Public Service Enterprise Group and Deloitte & Touche LLP.
At this time, there have been no changes to either Mr. Spence’s or Mr. Sorgi’s compensation arrangements in connection with their respective retirement and appointment. There are no arrangements or understandings between Mr. Sorgi and any other person pursuant to which he was selected as an officer. There are no family relationships between Mr. Sorgi and any director or executive officer of the Company. Mr. Sorgi has not been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K.
Section 7 - Regulation FD
Item 7.01. Regulation FD Disclosure.
On February 26, 2020, the Company issued a press release relating to the announcement described in Item 5.02. A copy of the Company's press release is being furnished as Exhibit 99.1 to this Form 8-K.
As provided in General Instruction B.2 of Form 8-K, the information (including Exhibit 99.1) contained in Item 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits | ||||
99.1 - | Press Release dated February 26, 2020 announcing certain PPL management changes. | ||||
104 - | Cover Page Interactive Data File (the Cover Page Interactive Data File is 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.
PPL CORPORATION | |||
By: | /s/ Marlene C. Beers | ||
Marlene C. Beers Vice President and Controller | |||
Dated: February 26, 2020
Exhibit 99.1 | ||
news release |  | |
www.pplnewsroom.com | ||
Contacts: | For news media: Ryan Hill, 610-774-5997 For financial analysts: Andy Ludwig, 610-774-3389 |
PPL Chief Executive Officer to retire June 1; Sorgi named successor
Spence to remain with company as Non-Executive Chairman
ALLENTOWN, Pa. (February 26, 2020) - PPL Corporation (NYSE: PPL) announced today that William H. Spence, Chairman and Chief Executive Officer (CEO), will retire as of June 1 and become Non-Executive Chairman of PPL’s board of directors.
The company’s board has elected PPL President and Chief Operating Officer Vincent Sorgi to succeed Spence. Sorgi will become President and CEO on June 1.
“Under Bill Spence’s leadership, PPL has transformed itself into one of the nation’s largest investor-owned utility companies and established a proven track record of operational excellence,” said John W. Conway, lead director of PPL’s board.
“Over the past decade, PPL has more than doubled its market capitalization, consistently delivered on its commitments to shareowners, strengthened safety and reliability, distinguished itself as an industry leader in customer satisfaction, and invested $27 billion to modernize the grid and advance a cleaner energy future,” said Conway. “As a result, PPL is stronger today than it was a decade ago and better positioned for long-term success.
“On behalf of our board, I thank Bill for his leadership, vision and steady hand as CEO,” said Conway. “And I am confident that Vince, with his dedication to our mission, passion for continuous improvement, commitment to innovation and strong leadership, will continue to guide our company well as we work to deliver for our shareowners and customers.”
Spence has served as PPL’s top executive since 2011, when he was named President and CEO. In addition, he has served as Chairman of PPL’s board since 2012. He joined PPL in 2006 as Executive Vice President and Chief Operating Officer after 19 years of service with Pepco Holdings, Inc.
Sorgi, who has over 25 years of utility industry experience, has served as President and Chief Operating Officer since July 1, 2019. Prior to that, he served as Executive Vice President and Chief Financial Officer (CFO) for PPL Corporation. As CFO, he helped to guide the spinoff of PPL’s competitive generation business. The transaction, coming at a time of stiff headwinds for competitive energy markets, transformed PPL into a purely regulated utility business, with 100% of its earnings driven by stable, high-performing, award-winning utilities.
Before his role as CFO, Sorgi served as Vice President and Controller of PPL and as Controller for PPL’s former energy supply and marketing segment. He began his career at PPL in 2006 as Financial Director of the former PPL Generation subsidiary.
Prior to joining PPL, Sorgi worked for Public Service Enterprise Group and Deloitte & Touche LLP, where his work focused on the utility sector. He holds a bachelor’s degree in accounting from Penn State University and a master’s degree in business administration from Villanova University. Sorgi has been nominated to serve as a member of the Electric Power Research Institute’s board of directors, starting April 2020. He is also a member of the American Institute of Certified Public Accountants and is chairman of the board of the Da Vinci Science Center’s board of trustees in Allentown.
As part of the leadership change and in his new role as Non-Executive Chairman, Spence will provide board leadership, maintain regular communication with Sorgi, engage with shareowners and continue to represent PPL in local communities.
“It has been a tremendous honor to lead our wonderful team of employees at PPL,” said Spence. “Each day, they deliver a service that is essential to our quality of life. They are equal measures patient, caring, creative, dedicated and hardworking. Simply put, they are the heart and soul of PPL, and I deeply appreciate their continued achievements on behalf of our customers and shareowners.
“As PPL celebrates 100 years of service and looks to the future, I’m confident that the company will be in good hands, led by Vince, guided by our experienced management team, supported by more than 12,000 strong in the U.S. and U.K., and poised as ever to make a positive impact on society.”
Headquartered in Allentown, Pa, PPL Corporation (NYSE: PPL) is one of the largest companies in the U.S. utility sector. PPL's seven high-performing, award-winning utilities serve more than 10 million customers in the U.S. and United Kingdom. With more than 12,000 employees, the company is dedicated to providing exceptional customer service and reliability and delivering superior value for shareowners. To learn more, visit www.pplweb.com.
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Statements contained in this news release, including statements with respect to future earnings and corporate strategy, are “forward-looking statements” within the meaning of the federal securities laws. Although PPL Corporation believes that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements are subject to a number of risks and uncertainties, and actual results may differ materially from the results discussed in these statements. Any forward-looking statements should be considered in light of the factors and other matters discussed in "Item 1A. Risk Factors" and "Item 7. Combined Management's Discussion and Analysis of Financial Condition and Results of Operations" in PPL Corporation’s 2019 Annual Report on Form 10-K and other reports on file with the Securities and Exchange Commission.
Note to Editors: Visit our media website at www.pplnewsroom.com for additional news and background about PPL Corporation.