PPL Corp 8-K, filed Jan 15, 2025
PPL Corp (PPL)
8-K
2025-01-15
For: 2025-01-13
View Original
Added on
April 11, 2026
About this 8-K
PPL Corp filed this 8-K on January 15, 2025, reporting on events of January 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- 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): January 13, 2025
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 January 13, 2025, in connection with an internal reallocation of duties among the senior executives of PPL Corporation (the "Company"), the Board of Directors of the Company approved the elimination of the position of Executive Vice President and Chief Operating Officer of the Company, which will result in the separation of employment without cause of Francis X. Sullivan effective April 4, 2025. In connection with Mr. Sullivan's separation of employment, he will be eligible for severance payments and benefits in accordance with the Company's Executive Severance Plan, as filed with the Securities and Exchange Commission (the "SEC") and described in the Company's Proxy Statement filed with the SEC on April 3, 2024. The severance payment is subject to Mr. Sullivan's execution of a release of claims and compliance with all applicable restrictive covenants. Because Mr. Sullivan is of retirement age under the Company's Amended and Restated 2012 Stock Incentive Plan, the grants he received under the plan in 2023, 2024 and 2025 also will vest in accordance with the terms of the equity incentive plan. In addition, Mr. Sullivan will be eligible for a pro rata annual bonus for the portion of 2025 during which he is employed with the Company, based on actual performance.
Mr. Sullivan's duties shall be delegated to other officers of the Company.
The foregoing description of the terms and conditions of the separation agreement with Mr. Sullivan does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||||||||||||||
10.1 - | Separation Agreement between Francis X. Sullivan and PPL Services Corporation, dated January 14, 2025. | ||||||||||||||||
| 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: January 15, 2025
Page 1 of 7 Separation Agreement This Separation Agreement (“Agreement”) is made between you, Francis X. Sullivan and PPL Services Corporation and sets forth the terms of your separation from PPL Services Corporation and all of its respective affiliates (collectively the “Company”, as further defined below). This Agreement will become effective upon the “Effective Date” as specified in Section 13(a), below. Once effective, this Agreement will be a legally binding document representing the entire agreement between you and the Company (collectively, the “Parties”) regarding the subjects it covers. Throughout this Agreement, the term the “Company” includes PPL Services Corporation as well as PPL Corporation and all of their affiliates and related entities (including without limitation PPL Electric Utilities Corporation, the Narragansett Electric Company d/b/a Rhode Island Energy, Louisville Gas and Electric Company, Kentucky Utilities Company, LG&E and KU Services Company, etc.), plus all of their current and former trustees, officers, agents, employees, insurers and attorneys, the PPL Corporation Executive Severance Plan (“Severance Plan”), and all other employee benefit plans and arrangements and their administrators, trustees and other fiduciaries, as well as all successors and assigns of all of the foregoing. 1. Separation. Your position will be eliminated effective April 4, 2025 (the “Separation Date”) and your employment with the Company will end on that date. You will have no further job duties to perform after the Separation Date, other than as set forth herein and, on the Separation Date, you hereby agree to resign from all positions as a director and/or officer with the Company and its affiliates, if any. You further confirm and agree that, after the Separation Date, you shall not take any action(s) on behalf of the Company or its affiliates, including acting as an agent of the Company, representing yourself to be an officer, director, agent or representative of the Company for any purpose, directing the work of any employee of the Company or making any management decisions, or undertaking to commit the Company to any course of action in relation to third parties. 2. Consideration. (a) Eligibility. Provided you: (i) sign and do not revoke this Agreement, including the waiver and release of claims in favor of the Company and restrictive covenants contained in it, within 45 days following the Separation Date; and (ii) remain in compliance with the terms of this Agreement, the Company agrees to provide you with the Separation Benefits set forth in Section 2(b), below. (b) Separation Benefits. Subject to satisfying the eligibility criteria in Section 2(a) above and in accordance with the applicable terms of the Severance Plan, the Company agrees to provide you with the following payments and benefits (collectively referred to as the “Separation Benefits”): (i) Salary Payment. The Company will pay you a lump sum cash payment equal to two (2) years of your base salary in effect as of the Separation Date, less any applicable deductions and withholdings. Payment will be made on the first regularly scheduled Company payroll date immediately following the date that is six (6) months after the Separation Date. (ii) Short Term Cash Incentive Award (“STI Award”). You will be eligible to receive a pro-rated STI Award for services rendered in 2025, payable in 2026 at the time STI Awards are paid to eligible employees. The gross amount of the STI Award will be calculated according to the funding level, which is set by the Company in its sole discretion, and your personal annual STI Award target. The STI Award will then be subject to pro-rata reduction to reflect full months of active employment completed in 2025. Exhibit 10.1
Page 2 of 7 (iii) Equity Awards. The Company will accelerate vesting of any Restricted Stock Units (“RSUs”) granted to you. Any RSUs subject to this paragraph will vest upon separation and be distributed six (6) months after the Separation Date, payable in PPL common stock, and subject to the terms and conditions of the Severance Plan and, as applicable, the 2012 Stock Incentive Plan, as amended. Any outstanding performance unit awards will be administered in accordance with the applicable grant agreements. For the avoidance of doubt, this will result in forfeiture of the 2025 PU-TSR grant pursuant to section 2(b)(ii)(a) of the applicable grant agreement. (iv) COBRA Payment. If you are currently enrolled in a Company health plan, the Company will pay you a lump sum cash payment equal to the aggregate amount of the employee portion of COBRA premiums (based on the rate in effect as of the Separation Date) for a period of 24 months. This compensation is understood to be a stipend to defray the cost of COBRA premiums otherwise payable by you for continuation of health benefits following discontinuation of employer-sponsored group health insurance coverage. No payment will be made if you did not elect health benefit coverage through the Company. If applicable, payment will be made on the first regularly scheduled Company payroll date immediately following the date that is six (6) months following the Separation Date. (v) Lump Sum Payment. The Company will pay you a lump sum cash payment of $50,000 in lieu of outplacement and financial planning services. Payment will be made on the first regularly scheduled Company payroll date immediately following the date that is six (6) months following the Separation Date. (c) Other Payments. Regardless of whether you sign this Agreement, the Company will provide you with any earned but unpaid base salary through the Separation Date, reimbursement for any outstanding expenses for which you have not been reimbursed and which are authorized, vested benefits under the Company’s employee benefit plans in which you participate in accordance with the terms of such plans as accrued through the Separation Date, and any accrued but unused vacation remaining as of the Separation Date, which amount shall be pro-rated according to Company policy if you have not been employed for the requisite period (collectively, the “Final Pay”). The Final Pay will be paid on the next regularly scheduled payday following the Separation Date, with the exception of any expenses not submitted prior to the close of payroll in which the Final Pay will be issued 3. Benefits Termination. For the purpose of any benefits provided under any Company benefit plan, your employment will terminate on the Separation Date. For further information on continuing health benefits through COBRA, see Section 4 below. If there are any discrepancies between this Agreement and the applicable benefit plan documents, the applicable plan documents will govern. The Company reserves the right, in its sole discretion, to change or discontinue its benefit plans at any time, with or without prior notice. 4. Continuation of Health Coverage. You will receive information, under separate cover, regarding your rights under the COBRA health coverage continuation provisions of applicable law, as well as time frames necessary for continuations, conversions, and/or distribution of benefits under the Company’s benefit programs after your employment terminates. 5. Release of Claims. In exchange for the Separation Benefits set forth above, you hereby waive, to the fullest extent permitted by law, all claims available under federal, state or local law against the Company and the trustees, officers, employees, and/or agents of the Company, including but not limited to all claims arising out of your employment with the Company or the termination of that employment, or arising under, as applicable, the Age Discrimination in Employment Act, the Older
Page 3 of 7 Workers Benefit Protection Act, the Americans with Disabilities Act, the Rehabilitation Act, the Civil Rights Act of 1991, the Employee Retirement Income Security Act, the Equal Pay Act, the Genetic Information Non-discrimination Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Family and Medical Leave Act, Section 1981 of U.S.C, Title VII of the Civil Rights Act of 1964, the Pregnant Workers Fairness Act, the Worker Adjustment and Retraining Notification Act, the Pennsylvania Human Relations Act, the Pennsylvania Equal Pay Law, the Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Whistleblower Law, the Pennsylvania Pregnancy, Childbirth and Childrearing Law, the Kentucky Civil Rights Act, the Kentucky Equal Pay Act, the Kentucky Equal Opportunities Act, the Kentucky Wages and Hours Act, the Kentucky’s Workers’ Compensation Retaliation statute, the Kentucky Occupational Safety and Health Act, the Rhode Island Fair Employment Practices Act and Civil Rights Act of 1990; the Rhode Island Discrimination Against the Disabled Act and Civil Rights of People with Disabilities Law; the Rhode Island Pay Equity Act; the Rhode Island Pre-Employment Inquiry Guidelines; the Rhode Island Family Military Leave Act; the Rhode Island Parental and Family Medical Leave Act; the Rhode Island Workplace Violence Prevention Act; the Rhode Island Employment Security Act, the Rhode Island Temporary Disability Insurance Act, the Workers’ Compensation Act of Rhode Island; and the Rhode Island General Laws, as well as any other claims arising under any federal, state or local fair employment practices statutes, regulations, or ordinances, wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys’ fees and costs. You also specifically waive all rights to recover any damages under the Energy Reorganization Act of 1974, as amended, and the Energy Policy Act. Notwithstanding the foregoing, you are not waiving your right to (i) any vested benefits under a Company benefit plan, the rights to which are governed by the terms of the applicable plan documents and/or award agreement, (ii) claims for unemployment or workers’ compensation benefits, (iii) any medical claim incurred during your employment that is payable under applicable medical plans or a Company- insured liability plan, (iv) claims arising after the date on which you sign this Agreement, (v) any rights to indemnification and defense that may exist under the Company’s bylaws and under directors and officers insurance with respect to your service as an employee or officer of the Company, or (vi) claims that are not otherwise waivable under applicable law. 6. Continuing Obligations. You agree that you remain bound by any prior restrictive covenant agreements between you and the Company. In addition, you agree to the following: (a) Non-Solicitation of Employees. You understand and acknowledge that the Company has expended and continues to expend significant time and expense in recruiting and training its employees and that the loss of employees would cause significant and irreparable harm to the Company. For a period of at least one year following the Separation Date, you agree and covenant not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce any employee of the Company to leave. (b) Confidential Information. You acknowledge and agree that during the course of your employment you became privy to certain confidential and/or proprietary information that is not generally known to the public, pertaining to the Company’s employees, finances, costs, inventions, designs, or technologies as well as business, operational, regulatory, and asset management plans or strategies (“Confidential Information”). You agree not use or disclose, either directly or indirectly, any Confidential Information unless or until such time as the information becomes generally known to the public through no fault of your own.
Page 4 of 7 (c) Limits on Adverse Comments. Except as provided in Section 8 below, you agree not to make (or cause to be made or encourage to be made) to anyone any negative or disparaging statements about the Company or any of its employees, officers, directors, or affiliates, or the services, reputation, financial status, or business relationships of any of the foregoing. You also agree not to intentionally do anything that damages the Company or any of its employees, officers, directors, or affiliates, or the services, reputation, financial status, or business relationships of any of the foregoing. This includes, but is not limited to, the direct or indirect publication of negative or disparaging statements via social media (e.g., Twitter/X, Facebook/Meta, Tumblr, Instagram, TikTok), video sites (e.g., YouTube, Vimeo), media outlets, blogs, books, professional networking sites (e.g., LinkedIn, Glassdoor, etc.), as well as comments to news stories, blog posts, social media postings, videos, or professional sites. (d) Duty of Cooperation. You agree to reasonably cooperate with the Company and its counsel after the Separation Date with respect to any matter (including any litigation, investigation, audit, or governmental proceeding), which relates to your employment with the Company. This cooperation may include appearing from time-to-time for conferences and interviews at mutually agreeable times and providing the officers of the Company and its counsel with the full benefit of your knowledge with respect to any such matter. If your assistance is required, you and the Company shall execute a consulting agreement setting forth the terms and conditions of any such engagement. The Company agrees to reimburse you for any reasonable out-of-pocket expenses incurred by you in connection with such cooperation and mutually agreed upon in advance by you and the Company. (e) Remedies. Any violation of this Section 6 that occurs after the date on which you were given this Agreement, even if prior to the Effective Date: i) shall immediately render the terms and conditions offered to you by the Company in this Agreement null and void; and ii) may result in rescission of the Company’s offer to pay some or all of the Separation Benefits set forth in Section 2 above. In the event of a breach or threatened breach by you of Sections 6(a) through (d) of this Agreement, you hereby consent and agree that money damages would not afford an adequate remedy and that Company shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages. You further agree that any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available relief. 7. Return of Records and Equipment. On or by your Separation Date, you will return to the Company all documents, manuals; office equipment; credit cards; identification badges, keys/access cards, or other means of access to Company premises or property; smartphones, iPads, laptop computers, or other electronic devices (including passcodes or access keys); and all other things belonging to the Company, which you possess or control. This Section expressly requires the return of, among other things, all Confidential Information in your possession. To the extent that you have made use of your own personal computing devices (e.g., smartphone, laptop, iPad, thumbdrive, etc.) during the course of your employment with the Company, you agree to delete all Company property and information from such personal computing devices, and/or permit the Company to remotely delete all Company property and information from such personal computing devices. 8. Reports to Government Entities. Nothing in this Agreement shall be construed to limit your right to initiate communications directly with, respond to any inquiries from, provide testimony before, provide confidential information to, report possible violations of law or regulation to, or file a claim or assist with an investigation pending with any entity of government or self-regulatory authority, or make any other disclosures that are protected under the whistleblower provisions of applicable state or federal
Page 5 of 7 law or regulation. However, you are waiving your right to receive any individual monetary relief from the Company resulting from such actions, regardless of whether you or another party initiated them, and in the event you obtain such monetary relief the Company shall be entitled to an offset for the payments made pursuant to this Agreement except where such limitations are prohibited as a matter of law. Nothing in this Agreement limits your right to receive a monetary award for information provided to the SEC, DOL or any other government agency, commission or entity pursuant to Rule 21F-17 promulgated under the Securities Exchange Act of 1934, as amended. Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law. 9. No Other Amounts Due. You acknowledge that the Company has paid you all wages, salaries, bonuses, benefits and other amounts earned and accrued, less applicable deductions, and that the Company has no obligation to pay any additional amounts, other than the payments and benefits described herein. You further acknowledge that the payments and benefits provided under this Agreement fully satisfy any obligation the Company may have to provide benefits under the Severance Plan or any other Company benefit plan which could provide severance or other similar benefits. 10. Notices. Notices and all other communications provided for in this Agreement shall be delivered (a) to you at the last address maintained in the Company’s records, and (b) to the Company by delivering such notice or communications to the individual and at the address, including e-mail address, set forth below. Wendy E. Stark EVP, Utilities & CLO PPL Corporation 645 Hamilton Street, Suite 1100 Allentown, PA 18101 E-mail Address: wstark@pplweb.com; Telephone Number: (610) 774-6872 11. Medicare Disclaimer. You represent that you are not a Medicare Beneficiary as of the time you enter into this Agreement. To the extent that you are a Medicare Beneficiary, you agree to notify the Company in accordance with the notice provisions set forth in Section 10, above. 12. Acknowledgement of Voluntariness and Time to Review. You acknowledge that: (a) You have read this Agreement and you understand it; (b) You are signing this Agreement voluntarily in order to release your claims against the Company in exchange for the Separation Benefits, which, in the aggregate, are greater than you would have otherwise received; (c) You are signing this Agreement within 45 days after the Separation Date, and any execution prior to the Separation Date shall be invalid; (d) You were offered at least 45 days to consider your choice to sign this Agreement;
Page 6 of 7 (e) The Company advises you to consult with an attorney; (f) You know that you can revoke this Agreement within 7 days of signing it and that this Agreement does not become effective until that 7-day period has passed; (g) To revoke this Agreement, you agree to notify the Company in accordance with the notice provisions set forth in Section 10, above; (h) You agree that changes to this Agreement before its execution, whether material or immaterial, do not restart your time to review this Agreement; and (i) You acknowledge that nothing in this Agreement is an admission of any wrongdoing, liability, or unlawful activity by you or by the Company. 13. Effective Date. (a) Effective Date. This Agreement will become effective and enforceable upon the expiration of the seven (7) business day revocation period provided for in Section 12(f), above (the “Effective Date”). If you fail to return an executed original to the Company in accordance with the notice provisions set forth above, within 45 days following the Separation Date, then this Agreement, including but not limited to the obligation of the Company to provide the Separation Benefits, shall be deemed automatically null and void. (b) Revocation Period. When you sign this Agreement, this Agreement becomes effective immediately after the 7-day revocation period following that signature, if you do not revoke this Agreement. 14. Section 409A. This Agreement is intended to comply with the requirements of section 409A of the Internal Revenue Code or an exception and shall be administered accordingly. Notwithstanding anything in this Agreement to the contrary, distributions may only be made under this Agreement upon an event and in a manner permitted by section 409A or an applicable exemption. Payments to be made upon termination of employment under this Agreement may only be made upon a “separation from service” under section 409A. For purposes of section 409A, each payment shall be treated as a separate payment. In no event may you, directly or indirectly, designate the calendar year of a payment. 15. Tax Withholding and Liability. All payments under this Agreement are subject to applicable tax withholding. You acknowledge and agree that the Company has made no representation to you regarding the taxability of the Benefits and Payments reflected in Section 2 of this Agreement. You are encouraged to secure independent legal advice and consultation in connection with the tax treatment of the Benefits and Payments reflected in Section 2 and any rights you may be relinquishing pursuant to this Agreement. 16. Entire Agreement. This Agreement contains the full agreement between you and the Company and completely supersedes any prior written or oral agreements or representations concerning the subject matter thereof. Notwithstanding the foregoing, this Agreement shall not relieve you of any contractual or common law obligations you have to the Company that by their nature are intended to survive the termination of your employment. Any oral representation or modification concerning this Agreement shall be of no force or effect.
Page 7 of 7 17. Severability. In the event a court, arbitrator, or other entity with jurisdiction determines that any portion of this Agreement (other than the general release clause) is invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect. 18. Governing Law. This Agreement shall be governed by and construed according to the laws of the Commonwealth of Pennsylvania, without reference to that jurisdiction’s choice of law rules. 19. Signature. This Agreement cannot be executed until on or after the Separation Date, as that term is defined in Section 1 above. Any execution prior to the Separation Date shall be invalid. If you choose to accept this Agreement, please sign and date this Agreement in the space provided and return this Agreement to the Company in accordance with the notice provisions set forth in Section 10, above, no later than 45 days after the Separation Date. I agree to all terms of this Agreement as of the date of this signature. Francis X. Sullivan PPL Services Corporation /s/ Francis X. Sullivan /s/ Vincent Sorgi Date: January 14, 2025 By: Vincent Sorgi Title: President and CEO Date: January 14, 2025