DYNEGY INC. (NYSE:DYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory arrangements of Certain Officers.
Long-Term Incentive Awards
On February27, 2018, the Dynegy Inc. (“Dynegy”) Compensation and Human Resources Committee of Dynegy’s Board of Directors (the “Committee”) granted incentive awards for Dynegy’s executive officers and other key personnel comprised of 50% restricted stock units. These awards were made subject to the attached form award agreements, which are attached hereto as Exhibits and incorporated herein by reference.
The restricted stock units are consistent with previously disclosed grant agreements as approved by the Committee. The foregoing descriptions of the form award agreements may not contain all of the information that is important to you and are qualified in their entirety by reference to the full text of such agreements filed herewith and incorporated herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of stockholders (the “Special Meeting”) of Dynegy Inc. (“Dynegy”) was held on March2, 2018. There were 144,384,491 shares of Dynegy’s common stock entitled to vote at the Special Meeting, and 111,283,100 shares present in person or represented by proxy at the Special Meeting. Three items of business were voted on by stockholders at the Special Meeting: (i)a proposal to adopt the Agreement and Plan of Merger, dated as of October29, 2017, by and between Vistra Energy Corp. (“Vistra Energy”) and Dynegy, to which Dynegy will merge with and into Vistra Energy (the “Merger Proposal”); (ii)a proposal to approve, in an advisory capacity, compensation payable to executive officers of Dynegy in connection with the Merger (the “Dynegy Compensation Proposal”); and (iii)a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal (the “Dynegy Adjournment Proposal”). The Merger Proposal, the Dynegy Compensation Proposal and the Dynegy Adjournment Proposal are described in detail in Dynegy’s Joint Proxy Statement and Prospectus filed with the Securities and Exchange Commission on January25, 2018.
As the Merger Proposal received the requisite vote required (majority of outstanding) for approval, the Dynegy Adjournment Proposal became moot and was not acted upon by the Board of Directors at the Special Meeting. The voting results are as follows:
Proposal 1—Merger Proposal
|
VOTESFOR |
VOTESAGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|
111,032,245 |
63,707 |
187,148 |
|
Proposal 2 — Dynegy Compensation Proposal
|
VOTESFOR |
VOTESAGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|
97,918,162 |
12,520,690 |
844,248 |
|
Proposal 3 — Dynegy Adjournment Proposal
|
VOTESFOR |
VOTESAGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
|
107,715,243 |
3,374,328 |
193,529 |
|