PPL Corp 8-K, filed Jan 5, 2023
PPL Corp (PPL)
8-K
2023-01-05
For: 2023-01-01
View Original
Added on
April 11, 2026
About this 8-K
PPL Corp filed this 8-K on January 5, 2023, reporting on events of January 1, 2023.
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 1, 2023
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
(b) & (c) On January 5, 2023, PPL Corporation (the "Company") announced that, effective January 1, 2023, executive vice president and chief operating officer, Gregory N. Dudkin, who is on extended medical leave, shall no longer serve as the Company’s chief operating officer. Mr. Dudkin remains executive vice president.
Also on January 5, 2023, the Company announced the appointment of Francis X. Sullivan as executive vice president and chief operating officer effective January 1, 2023. Mr. Sullivan, age 66, has served as vice president – Operations Performance for the Company since 2021. Prior to joining the Company, he served as senior operations advisor for Kindle Energy LLC for more than two years and as an independent consultant to the power sector since 2018. From 2008 to 2018, Mr. Sullivan served as NRG Energy’s senior vice president of operations. Prior to that, he served for more than a decade in a variety of leadership roles with NRG and Public Service Enterprise Group.
In connection with his new role, the Compensation Committee of the Board of Directors ("Committee") approved the following compensation for Mr. Sullivan in 2023: an annual base salary of $620,000.00; an annual short-term cash incentive target equal to 80% of his annual base salary; and an annual long-term equity incentive target, based on a three-year performance period, of 200% of his annual base salary. As is the case for the Company’s other named executive officers, Mr. Sullivan’s long-term equity incentive awards will be structured as a combination of restricted stock units (20% of total award), performance units based on a total shareowner return target (40% of total award), performance units based on an environmental, social and governance target (20% of total award) and performance units based on an earnings growth target (20% of total award).
In addition, the Committee authorized and approved the execution by the Company of the Company's form of Change in Control Agreement with Mr. Sullivan, in the form filed as Exhibit 10(ee) to the Company’s Annual Report on Form 10-K, effective as of January 1, 2023.
There are no family relationships between Mr. Sullivan and any director or executive officer of the Company. Mr. Sullivan has not been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | ||||||||||||||||
| Press Release, dated as of January 5, 2023 | |||||||||||||||||
| 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/ Joseph P. Bergstein, Jr. | ||||||||||
| Joseph P. Bergstein, Jr. Executive Vice President and Chief Financial Officer | |||||||||||
Dated: January 5, 2023
| Exhibit 99.1 | ||||||||
| news release |  | |||||||
| www.pplnewsroom.com | ||||||||
| Contacts: | For news media: Ryan Hill, 610-774-4033 For financial analysts: Andy Ludwig, 610-774-3389 | ||||
PPL Corporation names Francis X. Sullivan new chief operating officer
Sullivan replaces Gregory N. Dudkin, who is on extended medical leave
ALLENTOWN, Pa. (Jan. 5, 2023) — PPL Corporation (NYSE: PPL) announced today it has promoted Francis X. Sullivan to executive vice president and chief operating officer effective Jan. 1, 2023. Sullivan succeeds Gregory N. Dudkin, who is on extended medical leave and not expected to return to PPL.
In his new position, Sullivan will report to PPL President and Chief Executive Officer Vincent Sorgi and oversee PPL's regulated utility operations, with the presidents of PPL's Kentucky, Pennsylvania and Rhode Island utility companies reporting to him. Dudkin will remain executive vice president while on medical leave.
“Greg has been an exceptional leader and colleague, someone who has always been focused on delivering the highest levels of service to our customers, developing high-performing teams and inspiring a culture of innovation within PPL,” said Sorgi.
“He will be missed, and we wish Greg and his family the very best as they deal with these difficult times. At the same time, I have complete confidence in Fran and our operations leadership team as we continue our focus on creating the utilities of the future, executing our clean energy strategy and driving long-term value for our customers and shareowners.”
Sullivan brings more than four decades of energy industry experience to his new role. He joined PPL as vice president–Operations Performance on Oct. 1, 2021. Prior to PPL, he served as senior operations advisor for Kindle Energy LLC for more than two years and as an independent consultant to the power sector since 2018.
From 2008 to 2018, Sullivan served as NRG Energy’s senior vice president of operations and was accountable for one of largest portfolios of generation assets in the U.S. While at NRG, Sullivan was instrumental in driving operational excellence that resulted in a decade of continuous improvement in safety, environmental compliance, generation availability and operational efficiency.
Prior to that, he served for more than a decade in a variety of leadership roles with Public Service Enterprise Group. He has a bachelor’s degree in electrical engineering from Union College and a master’s in business administration from Drexel University.
“Fran’s strong leadership skills, insight and experience will make him an excellent addition to our executive leadership team as we continue to transform PPL and to position it for growth and success in a changing energy landscape,” said Sorgi.
About PPL Corporation
PPL Corporation (NYSE: PPL), based in Allentown, Pennsylvania, is a leading U.S. energy company focused on providing electricity and natural gas safely, reliably and affordably to 3.5 million customers in the U.S. PPL’s high-performing, award-winning utilities are addressing energy challenges head-on by building smarter, more resilient and more dynamic power grids and advancing sustainable energy solutions. For more information, visit www.pplweb.com.
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