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) April 20, 2021
Public Service Enterprise Group Incorporated
(Exact name of registrant as specified in its charter)
New Jersey | 001-09120 | 22-2625848 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
80 Park Plaza
Newark, New Jersey 07102
(Address of principal executive offices) (Zip Code)
973 430-7000
(Registrant’s telephone number, including area code)
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 | Name of Each Exchange | ||
Common Stock without par value | PEG | New York Stock Exchange |
Indicate by check mark whether any of the registrants 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 such 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. |
At the Annual Meeting of Shareholders, held on April 20, 2021 (the “Annual Meeting”), the Stockholders of the Public Service Enterprise Group Incorporated (“PSEG”), upon the recommendation of the Board of Directors (the “Board”), approved the Public Service Enterprise Group Incorporated 2021 Long-Term Incentive Plan (the “2021 LTIP”) which replaces the Public Service Enterprise Group Incorporated 2004 Long-Term Incentive Plan.
The 2021 LTIP will be administered by the Organization and Compensation Committee of the Board (the “Committee”) or a designee thereof, and will enable the Committee to provide equity and incentive compensation to officers and other key employees of PSEG and its subsidiaries. Pursuant to the 2021 LTIP, PSEG may grant equity-based compensation in the form of stock options, stock appreciation rights (“SARs”), restricted share awards, restricted stock units, performance stock units, performance shares or any combination thereof, in each case for the purpose of providing our officers, and other key employees, incentives and rewards for superior performance upon terms and conditions as further described in the 2021 LTIP. The 2021 LTIP will expire on April 20, 2031.
Subject to adjustment as described in the 2021 LTIP share counting rules, the total number of shares of PSEG common stock that are available for awards under the 2021 LTIP is 8,000,000. The aggregate number of shares available under the 2021 LTIP will be reduced by one share of common stock for every one share subject to an award granted under the 2021 LTIP, provided that any shares related to awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance, excluding shares withheld for tax obligations, of such shares, or are settled in cash in lieu of shares, shall be available again for grant under the 2021 LTIP.
The 2021 LTIP provides for a double trigger accelerated vesting for employees following a change in control, establishes a one-year minimum vesting period for awards and includes a requirement that all awards are subject to the “clawback” policy adopted by our Board. It also provides that no underwater stock options or SARs will be repriced without shareholder approval and that no stock options or SARs will be granted with an exercise price less than the fair market value of our common stock on the date of grant. This summary of the 2021 LTIP is qualified in its entirety by reference to the full text of the 2021 LTIP, which is attached hereto as Exhibit 99.1. A more detailed summary of the 2021 LTIP can be found in the PSEG’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, proxies were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.
All of management’s nominees were elected to the Board of Directors.
The advisory vote on executive compensation was approved.
The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified.
The 2021 Equity Compensation Plan for Outside Directors was approved.
The 2021 Long-Term Incentive Plan was approved.
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Final results of the voting are provided below:
Proposal 1: | ||||||||||||||||
Election of Directors | ||||||||||||||||
Terms expiring in 2022 | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
Ralph Izzo | 370,005,426 | 24,592,245 | 2,502,238 | 52,571,212 | ||||||||||||
Shirley Ann Jackson | 376,231,063 | 19,741,772 | 1,127,074 | 52,571,212 | ||||||||||||
Willie A. Deese | 384,126,607 | 11,761,620 | 1,211,682 | 52,571,212 | ||||||||||||
David Lilley | 383,914,913 | 11,999,879 | 1,185,117 | 52,571,212 | ||||||||||||
Barry H. Ostrowsky | 389,806,691 | 6,140,397 | 1,152,821 | 52,571,212 | ||||||||||||
Scott G. Stephenson | 393,870,167 | 2,047,594 | 1,182,148 | 52,571,212 | ||||||||||||
Laura A. Sugg | 394,122,058 | 1,840,446 | 1,137,405 | 52,571,212 | ||||||||||||
John P. Surma | 355,125,579 | 40,740,562 | 1,233,768 | 52,571,212 | ||||||||||||
Susan Tomasky | 389,579,990 | 6,359,144 | 1,160,775 | 52,571,212 | ||||||||||||
Alfred W. Zollar | 393,056,016 | 2,802,507 | 1,241,386 | 52,571,212 | ||||||||||||
Proposal 2: | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
Advisory Vote on the Approval of Executive Compensation | 369,431,969 | 25,017,188 | 2,650,396 | 52,571,568 | ||||||||||||
Proposal 3: | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor | 432,415,351 | 16,048,853 | 1,206,917 | 0 | ||||||||||||
Proposal 4: | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
2021 Equity Compensation Plan for Outside Directors | 377,510,269 | 16,548,189 | 3,041,095 | 52,571,568 | ||||||||||||
Proposal 5 | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||||||||||
2021 Long-Term Incentive Plan | 374,241,616 | 20,100,655 | 2,757,282 | 52,571,568 |
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 | Public Service Enterprise Group Incorporated 2021 Long-Term Incentive Plan | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (Registrant) |
By: | /s/ Rose M. Chernick | |
ROSE M. CHERNICK | ||
Vice President and Controller | ||
(Principal Accounting Officer) |
Date: April 22, 2021
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