8-K
Vistra Corp. (VST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2023
VISTRA CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38086 | 36-4833255 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
| 6555 Sierra Drive<br> <br>Irving, TX | 75039 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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.l4a-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<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.01 per share | VST | New York Stock Exchange |
| Warrants | VST.WS.A | New York Stock Exchange |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Appointment of Director
On February 1, 2023, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Vistra Corp. (“Vistra” or the “Company”), and in accordance with the Company’s certificate of incorporation and bylaws, the Board increased the size of the Board from 10 members to 11 members and elected Julie Lagacy to the Board, effective immediately. Upon the recommendation of the Nominating and Governance Committee of the Board, and in accordance with the Company’s certificate of incorporation and bylaws, the Board appointed Ms. Lagacy to serve as a member of the Board’s Social Responsibility and Compensation Committee and Sustainability and Risk Committee.
The Board has determined that Ms. Lagacy satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange.
Ms. Lagacy was Chief Sustainability and Strategy Officer at Caterpillar Inc., a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives, from November 2021 through January 2023. Ms. Lagacy began her career with Caterpillar in 1988 and served as Product and Commercial Manager from 1999 until 2004, Human Resources Manager from 2004 until 2006, Senior Business Resource Manager (Global Mining) from 2006 until 2012, and Chief Financial Officer (Global Mining) from 2012 until 2013. From 2013 until 2014, Ms. Lagacy served as Vice President (Financial Services Division) and served as Vice President of Global Information Services and Chief Information Officer from 2014 until 2020. Ms. Lagacy also serves on the board of the Illinois Cancer Care Charitable Foundation. She earned dual bachelor’s degrees in Management and Economics from Illinois State University, an M.B.A. degree from Bradley University, and is a Certified Management Accountant. Ms. Lagacy brings extensive executive management experience, including financial, strategic, technology, cybersecurity, ESG, management development, acquisitions, and capital allocation. Specifically with regard to cybersecurity matters, Ms. Lagacy earned a Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute.
There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”)) between Ms. Lagacy and the Company. In connection with her service as a member of the Board, she will receive annual director fees, which currently consists of an annual cash retainer of $100,000, plus an additional $10,000 for each of the committees of the Board on which she serves, as well as an annual grant of restricted stock units with a grant date fair value of $160,000 based on the public trading price of the Company’s common stock on the date of grant. In addition to the above-described compensation, Ms. Lagacy will enter into the Company’s standard form of indemnification agreement with directors, a copy of which is filed as Exhibit 10.26 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (Registration No. 333-215288), filed with the SEC on April 5, 2017, and which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On February 1, 2023, the Company issued a press release to announce the appointment of Ms. Lagacy as a new director, a copy of which is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and in the press release is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br> <br>No. | Description |
|---|---|
| 99.1 | Press Release dated February 1, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
| Vistra Corp. | ||
|---|---|---|
| Dated: February 1, 2023 | /s/ Yuki Whitmire | |
| Name: | Yuki Whitmire | |
| Title: | Vice President, Associate General Counsel, and Corporate Secretary |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE PUBLICATION
Vistra Announces Expansion of its Board of Directors with the Appointment of Julie Lagacy
IRVING, Texas — Feb. 1, 2023 — Vistra (NYSE: VST) today announced a new addition to its board of directors. Effective today, Julie Lagacy has been appointed as independent director. She will serve on the board’s Sustainability & Risk Committee and the Social Responsibility & Compensation Committee. Lagacy’s appointment will expand Vistra’s board to 11 members.
“We are pleased to welcome Julie to our board of directors,” said Scott Helm, Vistra’s chairman of the board. “Her extensive leadership, particularly in the fields of strategy, sustainability, and cybersecurity further enhance and balance the diverse skills on the board. We look forward to benefitting from her expertise as Vistra continues its leadership role in the energy transition through the responsible transformation of its fleet.”
Helm continued, “Ensuring we have the right board in place to guide the company’s strategy and oversee its net zero commitment continues to be a top priority. This expansion is the culmination of a robust board composition review process to ensure that we have the diversity and mix of skills and experience to advance our goals.”
About Vistra’s New Director:
Julie Lagacy most recently served as Caterpillar Inc.’s first chief sustainability and strategy officer. Lagacy began her career at Caterpillar in 1988 and held various leadership roles, including chief financial officer of the global mining division, and vice president of global information services and chief information officer.
Lagacy brings extensive executive management experience including financial, strategic, technology, cybersecurity, ESG, management development, acquisitions, and capital allocation. She also serves on the board of the Illinois Cancer Care Charitable Foundation.
Media
Meranda Cohn
Media.Relations@vistracorp.com
214-875-8004
Vistra Press Release
Analysts
Meagan Horn
214-812-0046
Investor@vistracorp.com
About Vistra
Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, providing essential resources for customers, commerce, and communities. Vistra combines an innovative, customer-centric approach to retail with safe, reliable, diverse, and efficient power generation. The company brings its products and services to market in 20 states and the District of Columbia, including six of the seven competitive wholesale markets in the U.S. Serving nearly 4.3 million residential, commercial, and industrial retail customers with electricity and natural gas, Vistra is one of the largest competitive electricity providers in the country and offers over 50 renewable energy plans. The company is also the largest competitive power generator in the U.S. with a capacity of approximately 37,000 megawatts powered by a diverse portfolio, including natural gas, nuclear, solar, and battery energy storage facilities. In addition, Vistra is a large purchaser of wind power. The company owns and operates the 400-MW/1,600-MWh battery energy storage system in Moss Landing, California, the largest of its kind in the world. Vistra is guided by four core principles: we do business the right way, we work as a team, we compete to win, and we care about our stakeholders, including our customers, our communities where we work and live, our employees, and our investors. Learn more about our environmental, social, and governance efforts and read the company’s sustainability report at https://www.vistracorp.com/sustainability/.