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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): May 11, 2020 (May 6, 2020)

 

EVERSOURCE ENERGY

(Exact name of registrant as specified in its charter)

 

Massachusetts   001-05324   04-2147929
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

300 Cadwell Drive, Springfield, Massachusetts, 01104

(Address of principal executive offices, including zip code)

  

(800) 286-5000

Registrant’s telephone number, including area code

 

Not Applicable

(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 (see General Instruction A.2. below):

 

¨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(s) Name of each exchange on which registered
Common Shares, $5.00 par value per share ES 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. ¨

 

 

 

 

 

 

Section 5 Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)       On May 6, 2020, at a meeting of the Board of Trustees (the “Board”) of Eversource Energy (the “Company”), the Board elected Gregory M. Jones to serve as a Trustee, effective immediately. The Board also appointed Mr. Jones to serve on the Audit and Finance Committees.

 

Mr. Jones’ initial term as a Trustee will continue until Eversource Energy’s 2021 Annual Meeting of Shareholders to be held in May 2021. Mr. Jones will receive an annual cash retainer in the amount of $115,000 for service on the Board during his term of office, including participation in all Board and Committee meetings, prorated to reflect his election on May 6, 2020. Mr. Jones will also be entitled to receive a grant under the Eversource Incentive Plan (the “Plan”) on June 6, 2020, equal to that number of Restricted Stock Units (“RSUs”) resulting from dividing $160,000 by the average closing price of Eversource Energy common shares as reported on the New York Stock Exchange for the 10 trading days immediately preceding the date of grant, rounded to the nearest whole RSU, and prorated to reflect his election on May 6, 2020.

 

Mr. Jones, age 62, currently serves as Vice President, Strategy and Planning of Hartford Healthcare. He also serves as Chairman of the Board of The Legacy Foundation of Hartford, Inc.

 

There is no arrangement or understanding between Mr. Jones and any other person pursuant to which he was elected as Trustee. Mr. Jones does not have any transactions with related persons in which Eversource Energy is a participant that would require disclosure pursuant to Item 404(a) of Regulation S-K.

 

A copy of Eversource Energy’s news release announcing Mr. Jones’ election is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

Also at its meeting on May 6, the Board appointed William C. Van Faasen to serve as Lead Trustee and Cotton Cleveland to serve as Chair of the Corporate Governance Committee. Both of these appointments by the Board were made to replace Sanford Cloud, Jr. as Lead Trustee and Chair of the Corporate Governance Committee. Mr. Cloud retired from the Board on May 6, 2020.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

(a)       On May 6, 2020, the Company held its 2020 Annual Meeting.

 

(b)       Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated March 26, 2020. On March 11, 2020, the record date for the Annual Meeting, there were 330,332,184 common shares outstanding and entitled to vote. At the Annual Meeting, 292,429,838 common shares were represented, in person or by proxy, constituting a quorum.

 

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(1)       Election of Trustees. The shareholders elected each of the 10 nominees to the Board of Trustees for a one-year term by a majority of the outstanding common shares:

 

Trustee  For 

 

Against

  Abstained 

Broker

Non-Votes

 
Cotton M. Cleveland  252,240,720  7,543,555  1,187,313  31,458,249 
James S. DiStasio  256,174,991  3,730,593  1,066,003  31,458,249 
Francis A. Doyle  255,831,291  3,833,587  1,306,709  31,458,249 
Linda Dorcena Forry  256,161,140  3,759,253  1,051,195  31,458,249 
James J. Judge  236,762,159  20,905,180  3,304,249  31,458,249 
John Y. Kim  256,145,999  3,397,401  1,428,188  31,458,249 
Kenneth R. Leibler  254,431,313  5,342,961  1,197,314  31,458,249 
David H. Long  255,177,357  4,617,209  1,177,022  31,458,249 
William C. Van Faasen  254,421,789  5,440,376  1,109,423  31,458,249 
Frederica M. Williams  258,439,155  1,458,903  1,073,530  31,458,249 

 

(2)       The shareholders approved, on an advisory basis, the compensation of the Company’s 2019 Named Executive Officers:

 

For Against Abstained Broker Non-Votes
230,233,396 27,592,830 3,145,361 31,458,249

 

(3)       The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020:

 

For Against Abstained Broker Non-Votes
286,698,904 4,551,684 1,179,249 0

 

 Section 9 Financial Statements and Exhibits

 

 Item 9.01 Financial Statements and Exhibits

 

Exhibit

Number

Description
99.1 News Release announcing the election of Mr. Jones as a Trustee, issued by Eversource Energy, dated May 11, 2020.
 104 Cover Page lnteractive Data File (embedded within the Inline XBRL document). 

 

[The remainder of this page left blank intentionally.]

 

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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.

 

EVERSOURCE ENERGY

(Registrant)

   
   
May 11, 2020 By: /s/ GREGORY B. BUTLER
    Gregory B. Butler
    Executive Vice President and General Counsel

 

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Exhibit 99.1

 

56 Prospect St., Hartford, Connecticut 06103-2818

 

800 Boylston St., Boston, Massachusetts 02199

 

News Release

  

Gregory M. Jones Named to Eversource Board of Trustees

 

HARTFORD, Conn. and BOSTON, Mass. (May 11, 2020) – Eversource Energy (NYSE: ES) announced today the election of Gregory M. Jones to its Board of Trustees effective May 6, 2020. Jones serves as Vice President of Community Health and Engagement for Hartford Healthcare, where he leads the $4 billion integrated healthcare system’s community health and engagement efforts.

 

“We’re excited to have someone with Gregory’s successful track record of business development, strategic planning and financial leadership join our board,” said Eversource Chairman, President and CEO Jim Judge. “Among other various strengths, his focus and expertise on corporate social responsibility will be a valuable asset as we work to build on our national leadership as the #1 utility for corporate citizenship.”

 

With more than 25 years of experience as a finance and corporate strategy executive leading large-scale business development initiatives, Jones has helped public and privately held manufacturing, utility and healthcare companies develop and deploy successful business growth strategies that include a focus on corporate social responsibility. He joined Hartford Healthcare in his current role as Vice President of Community Health and Engagement in 2017 and has also previously held leadership positions with United Technologies, Pratt & Whitney, Tyco and JP Morgan.

 

“I am honored to join the board of Eversource Energy and look forward to helping build on its success as a national leader in clean energy and corporate citizenship,” said Jones. “From its industry-leading goal to be carbon neutral by 2030 to its offshore wind partnership with Ørsted and #1-ranked energy efficiency solutions, Eversource is always working to better serve its customers and at the forefront of our clean energy future.”

 

Jones earned his bachelor’s degree from Morgan State University, as well as a Master of Public Management from Carnegie Mellon University and a Master of Business Administration from the Wharton School at the University of Pennsylvania. He currently serves as a member of the Board of Directors for the Greater Hartford Community Foundation and has also served on the Hartford Hospital Board of Directors.

 

 

Eversource (NYSE: ES) transmits and delivers electricity and natural gas and supplies water to approximately 4 million customers in Connecticut, Massachusetts and New Hampshire. Celebrated as a national leader for its corporate citizenship, Eversource is the #1 energy company in Newsweek’s list of America’s Most Responsible Companies for 2020 and recognized as one of America’s Most JUST Companies and the #1 utility by Forbes and JUST Capital. The #1 energy efficiency provider in the nation, Eversource harnesses the commitment of approximately 8,300 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally-recognized energy efficiency solutions and successful programs to integrate new clean energy resources like solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on Twitter, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.

 

 

 

 

CONTACT:

Caroline Pretyman

617-424-2460

caroline.pretyman@eversource.com

 

Al Lara

860-665-2344

albert.lara@eversource.com

 

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