8-K/A CEO Announcement with Committee Assignment
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2023-09-21
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2023
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Commission
File Number
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Name of Registrant, Address of Principal
Executive Offices and Telephone Number
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State of
Incorporation
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IRS Employer
Identification No.
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1-16681
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Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500
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Missouri
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74-2976504
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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 13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock $1.00 par value
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SR
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NYSE
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Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share
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SR.PRA
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NYSE
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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. ☐
Explanatory Note
Spire Inc. is filing this amendment to its Current Report on Form 8-K filed on September 21, 2023 (the “Original Filing”) solely for the purposes of reporting a committee assignment in accordance with Instruction 2 to Item 5.02 of Form 8-K and correcting the formula for payments under the Executive Severance Plan in the event of a change in control. This amendment does not otherwise revise the Original Filing in any way.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 21, 2023, Spire Inc. (the “Company”) announced the appointment of Steven L. Lindsey as President and Chief Executive Officer effective October 1, 2023. Mr. Lindsey, age 57, has served as Executive Vice President, Chief Operating Officer for the Company since 2012. Prior to joining the Company, Mr. Lindsey was the President of Atlanta Gas Light, Chattanooga Gas and Florida City Gas and Senior Vice President of southern operations for AGL Resources. In addition, Mr. Lindsey will be appointed to the Company’s Board of Directors (“Board”) effective October 1, 2023, with a term expiring in 2025. In connection with Mr. Lindsey’s appointment to the Board, the Board approved an increase in the size of the Board from eleven to twelve members effective October 1, 2023. On October 2, 2023, the Board appointed Mr. Lindsey to serve on the Board's Strategy committee.
There are no related party transactions involving Mr. Lindsey nor any family relationships between him and any existing director or officer of the Company. There is no plan, contract or arrangement pursuant to which he has been named an executive officer or director of the Company.
Mr. Lindsey’s annual base salary will be $800,000. He will participate in the Company’s Annual Incentive Plan with target and maximum awards of 100% and 150% of base salary, respectively, for the fiscal year beginning October 1, 2023.
With regard to the Company’s 2015 Equity Incentive Plan, Mr. Lindsey will receive an equity grant in November 2023 equal to $1.4 million. This grant will be made through the Company’s normal compensation process. The grant will be 25% time-based restricted stock and 75% performance-contingent stock units, all with a three-year vesting period. This equity grant will be subject to the same vesting requirements as the equity grants made to other named executive officers, as described in the Company’s proxy statement.
Mr. Lindsey is a participant in the Company’s Executive Severance Plan. In connection with his appointment to President and Chief Executive Officer, he will become eligible for a lump-sum severance benefit equal to 200% of his annual base salary and a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 24 months. This severance benefit is payable if Mr. Lindsey’s employment is terminated by the Company without cause or by Mr. Lindsey for good reason (as defined in the Executive Severance Plan). In the event of a qualifying termination following a change in control, the severance benefit would be a lump-sum amount equal to 300% of his annual base salary and annual incentive target, and a cash payment equal to the estimated cost of continued medical, dental and vision benefits for a period of 36 months. These severance payments are contingent on the execution of a general release, as well as a confidentiality, non-disparagement, non-competition and non-solicitation agreement.
In connection with Ms. Suzanne Sitherwood’s previously announced transition to retirement, Ms. Sitherwood will relinquish her title as President and Chief Executive Officer of the Company on October 1, 2023. She will continue with the Company in the role of Senior Advisor until her retirement on January 1, 2024. Ms. Sitherwood’s compensation will not be changed during this period. She will also remain on the Company’s Board of Directors until January 1, 2024.
Item 7.01 Regulation FD Disclosure
The Company issued a news release announcing Mr. Lindsey’s appointment, a copy of which is included as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed as part of this report:
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104
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Cover page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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.
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Spire Inc.
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Date:
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October 5, 2023
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By:
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/s/ Courtney M. Vomund
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Courtney M. Vomund
Vice President, Corporate Secretary
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Exhibit 99.1
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Investor Contact:
Scott W. Dudley Jr.
314-342-0878
Scott.Dudley@SpireEnergy.com
Media Contact:
Jessica B. Willingham
314-342-3300
Jessica.Willingham@SpireEnergy.com
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Spire Announces Steve Lindsey as President and CEO
Board of Directors Concludes Comprehensive Executive Search Process
ST. LOUIS (September 21, 2023) - Spire Inc. (NYSE: SR) today announced that, effective October 1, 2023, Steven L. Lindsey has been named its president and chief executive officer and has been appointed to Spire’s Board of Directors. Steve, who currently serves as Spire’s executive vice president and chief operating officer, will succeed Suzanne Sitherwood who announced earlier this year her intention to retire at the end of December.
“After concluding a thoughtful and comprehensive executive search process and considering a number of well-qualified candidates, the Board of Directors is very pleased that Steve Lindsey will take on the role of leading Spire into the future. Steve is an accomplished executive leader, with deep knowledge of the industry and of Spire – and he has a proven history of building high performance teams and delivering results,” said Ed Glotzbach, chair of Spire Inc.’s Board of Directors. “Under Suzanne's leadership, Spire has experienced significant growth and transformation. We believe that Steve’s leadership and expertise will continue to support Spire’s vision and build upon our long-term future strategy for success.”
“Spire is very fortunate to have Steve’s leadership as the company continues to evolve and innovate, deliver on the promise of exceptional service to our customers, and grow shareholder value,” said Suzanne Sitherwood, who has served as Spire’s president since 2011, and its chief executive officer since 2012. Suzanne will continue to serve as senior advisor and a member of the Board through December 31, 2023.
Prior to Steve’s 11 years in executive roles with Spire, he spent 23 years in the natural gas utility business at AGL Resources, most recently serving as president of Atlanta Gas Light, Chattanooga Gas and Florida City Gas and as senior vice president of southern operations.
“Natural gas is a key part of this country’s energy future. At Spire, we’re focused on delivering affordable, reliable and safe energy to our customers, while delivering value to our shareholders. I’m honored to have been part of Spire’s journey of growth and evolution over the last 11 years, and I look forward to working with the talented and dedicated employees of Spire as we continue to move the company and the energy industry forward,” said Steve.
Steve’s industry leadership includes service as a board member of the Southern Gas Association where he served as Chair in 2022 and he also is a member of the Executive Council for the American Gas Association. He earned a mechanical engineering degree from Georgia Institute of Technology.
Steve believes in being actively engaged in the communities where Spire serves. His volunteer board service includes the Regional Business Council of St. Louis, Missouri Chamber of Commerce, St. Louis Children’s Hospital, St. Louis Sports Commission, Missouri Energy Development Association, and the Kansas City Civic Council.
About Spire
At Spire Inc. (NYSE: SR) we believe energy exists to help make people’s lives better. It’s a simple idea, but one that’s at the heart of our company. Every day we serve 1.7 million homes and businesses making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related business segments include Gas Marketing and Midstream. We are committed to transforming our business through growing organically, investing in infrastructure, and advancing through innovation. Learn more at SpireEnergy.com.
Forward-Looking Information
This news release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements with respect to Spire’s leadership succession plan. Actual results may be affected by various uncertainties and risk factors, many of which are beyond the Company’s control, including risks associated with the Company’s ability to implement its succession plan, as well as the uncertainties and risks described in the Company’s annual (Form 10-K) filing with the Securities and Exchange Commission, more complete descriptions and listings of which can be found in such filing.
