SR 8-K
Spire Inc (SR)
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
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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:
Securities registered pursuant to Section 12(b) of the Exchange Act:
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2026, the Board of Directors of Spire Inc. (the “Company”) approved and intends to enter into an updated form of an indemnification agreement (the “Indemnification Agreement”) with each of its directors and officers (each, an “Indemnitee”).
The Indemnification Agreement provides, among other things, that the Company will indemnify the Indemnitee to the fullest extent permitted by Missouri law against certain liabilities and expenses that the Indemnitee may incur in connection with claims arising out of their service to the Company. The Indemnification Agreement also provides for the advancement of legal fees and expenses, subject to certain conditions, to provide for continued coverage of each Indemnitee under the Company's directors' and officers' insurance policies and includes provisions relating to the procedures for seeking indemnification and advancement.
The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. |
Description |
10.1 |
Form of Indemnification Agreement between Spire Inc. and its directors and officers |
104 |
Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101). |
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.
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Spire Inc. |
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Date: |
May 1, 2026 |
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By: |
/s/ Adam Woodard |
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Adam Woodard Executive Vice President and Chief Financial Officer |
Exhibit 10.1
INDEMNIFICATION AGREEMENT
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [__________], by and between Spire Inc., a Missouri corporation (“Spire”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
RECITALS
NOW THEREFORE, in consideration of the premises and Indemnitee’s service as a [director/officer] after the date hereof, Spire and Indemnitee do hereby agree as follows:
1. Indemnification. Spire hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or permitted by the provisions of the Indemnification Statute, or by any amendment thereof, or any other statutory provisions authorizing or permitting such indemnification which is adopted after the date hereof. All agreements and obligations of Spire contained herein shall continue during the period Indemnitee is [an officer/a director] of Spire and shall continue thereafter so long as Indemnitee shall be subject to any possible Claim. “Claim” means a threatened, pending or completed action, claim, suit, or proceeding, whether civil, criminal, administrative, or investigative (including an action by, or in the right of, Spire) to which Indemnitee is, was, or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Indemnitee is, was, or at any time (whether before or after the date of this Agreement) becomes a director, officer, employee, or agent of Spire, or is or was serving or at any time (whether before or after the date of this Agreement) serves at the request of Spire as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, trade or industry association, or other enterprise (whether incorporated or unincorporated, for-profit or not-for-profit).
2. Indemnification Procedures. Indemnitee agrees that, promptly after receipt by Indemnitee of notice of the commencement of any Claim, Indemnitee will notify Spire of the commencement thereof; provided, however, that the omission to so notify Spire will not relieve Spire
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from any liability which it may have to Indemnitee under this Agreement unless and to the extent that Spire is prejudiced by such failure. With respect to any Claim as to which Indemnitee notifies Spire of the commencement thereof:
3. Standard of Conduct Determination.
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4. Advancement of Expenses. Except as otherwise provided herein, Spire shall advance any expenses actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement and/or appeal of any Claim, provided Spire receives an undertaking from the Indemnitee agreeing to repay such amounts advanced in the event it is ultimately determined that the Indemnitee is not entitled to be indemnified by Spire therefor. The advances to be made hereunder shall be paid by Spire to or on behalf of the Indemnitee promptly and in any event within 30 days following delivery of a written request therefor by Indemnitee to Spire and a copy of the invoices requested to be paid.
5. Insurance. For the duration of Indemnitee’s service as a [director/officer] of Spire, and thereafter for so long as Indemnitee shall be subject to any pending Claim, Spire shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially comparable in scope and amount to that provided by Spire’s current policies of directors’ and officers’ liability insurance. In all policies of directors’ and officers’ liability insurance maintained by Spire, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of Spire’s directors, if Indemnitee is a director, or of Spire’s officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, Spire will provide to Indemnitee copies of all directors’ and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.
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6. Subrogation. In the event of payment to Indemnitee under this Agreement Spire shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable Spire effectively to bring suit to enforce such rights.
7. Governing Law. This Agreement shall be construed, enforced and governed by Missouri law.
8. Heirs, Successors and Assigns. This Agreement: (a) shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives, executors, administrators, heirs, devisees and legatees; and (b) be binding on the successors and assigns of Spire.
9. Severability. If any provision or aspect of this Agreement (or the indemnification referred to herein) shall be held to be invalid, illegal or unenforceable: (a) the validity, legality and enforceability of the remaining provisions or aspects of this Agreement (and the indemnification referred to herein) shall not be in any way affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (and the indemnification referred to herein) shall be construed so as to give effect to the intent manifested by the provision or aspect held invalid, illegal or unenforceable.
10. Miscellaneous
(a) This Agreement does not create any right in Indemnitee to employment with Spire or its affiliates.
(b) Spire expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on Spire hereby in order to induce Indemnitee to continue as a director and/or officer of Spire and acknowledges that Indemnitee is relying upon this Agreement in continuing in such capacity or capacities. In the event Indemnitee is required to bring any action to enforce rights or to collect monies due under this Agreement and is successful in such action, the Company shall reimburse Indemnitee for all of Indemnitee’s attorneys’ fees and expenses in bringing and pursuing such action.
(c) In the event of any ambiguity, vagueness or other matter involving the interpretation or meaning of this Agreement, this Agreement shall be liberally construed so as to provide to Indemnitee the full benefits set out therein.
(d) No amendment, modification, termination, or cancellation of this Agreement shall be effective unless signed in writing by both parties hereto.
(e) This Agreement supersedes any prior indemnification agreement between Indemnitee and Spire.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this ____ day of _______________, 20__.
SPIRE INC.
By:
Name:
Title:
INDEMNITEE
Name:
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