EVERSOURCE ENERGY (NYSE:ES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

EVERSOURCE ENERGY (NYSE:ES) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

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

(d)

On May 2, 2018, at the meeting of the Board of Trustees (the “Board”) of Eversource Energy conducted after the 2018 Annual Meeting (as defined in Item 5.07, below), the Board elected Linda Dorcena Forry to serve as a Trustee, effective immediately. The Board also appointed Ms. Forry to serve on the Corporate Governance and Finance Committees.

Ms. Forry’s initial term as a Trustee will continue until Eversource Energy’s 2019 Annual Meeting of Shareholders to be held in May 2019. Ms. Forry will receive an annual cash retainer in the amount of $115,000 for service on the Board during her term of office, including participation in all Board and Committee meetings, prorated to reflect her election on May 2, 2018. Ms. Forry will also be entitled to receive a grant under the Eversource Incentive Plan (the “Plan”) on June 1, 2018, equal to that number of Restricted Stock Units (“RSUs”) resulting from dividing $135,000 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 her election on May 2, 2018.

Ms. Forry, age 45, currently serves as Vice President of Diversity, Inclusion and Community Relations for the Northeast region of Suffolk Construction, a building contracting company that provides pre-construction, management, general contracting and design-build services. Ms. Forry is a former member of the Massachusetts Senate, and represented the 1st Suffolk District from June 2013 – January 2018. She previously represented the 12th Suffolk District in the Massachusetts House of Representatives after winning a special election in April 2005.

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

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

(e)

At the 2018 Annual Meeting of Shareholders of Eversource Energy, which was held on May 2, 2018, (the “2018 Annual Meeting”), the Company’s shareholders approved the 2018 Eversource Energy Incentive Plan (the “2018 Plan”). The 2018 Plan was previously approved, subject to shareholder approval, by the Board of Trustees of the Company.

A summary of the material terms and conditions of the 2018 Plan and awards thereunder is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 23, 2018 (the “Proxy Statement”) under “Item 3: Approval of the 2018 Eversource Energy Incentive Plan,” which section is incorporated herein by reference. The preceding summary is qualified in its entirety by, and should be read in conjunction with, the 2018 Plan, which is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a)

On May 2, 2018, the Company held its 2018 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 23, 2018. On March 6, 2018, the record date for the Annual Meeting, there were 316,885,808 common shares outstanding and entitled to vote. At the Annual Meeting, 279,651,723 common shares were represented, in person or by proxy, constituting a quorum.

(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

236,205,615

4,153,280

737,552

38,553,782

Sanford Cloud, Jr.

222,288,442

18,132,020

677,479

38,553,782

James S. DiStasio

229,639,536

10,745,425

712,141

38,553,782

Francis A. Doyle

238,195,004

2,239,680

662,534

38,553,782

James J. Judge

231,710,280

7,625,140

1,762,521

38,553,782

John Y. Kim

238,102,776

2,164,352

829,974

38,553,782

Kenneth R. Leibler

236,691,158

3,586,297

819,764

38,553,782

William C. Van Faasen

229,478,784

10,945,233

673,924

38,553,782

Frederica M. Williams

238,555,782

1,936,346

604,974

38,553,782

Dennis R. Wraase

229,437,502

10,965,356

694,360

38,553,782

(2)

The shareholders approved, on an advisory basis, the compensation of the Company’s 2017 Named Executive Officers:

For

Against

Abstained

Broker Non-Votes

215,393,033

23,831,741

1,873,166

38,553,782

(3)

The shareholders approved the 2018 Eversource Energy Incentive Plan:

For

Against

Abstained

Broker Non-Votes

227,190,446

12,295,499

1,611,995

38,553,782

(4)

The shareholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for 2018:

For

Against

Abstained

Broker Non-Votes

267,950,438

10,589,763

1,111,521

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

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EVERSOURCE ENERGY Exhibit
EX-99 2 trusteelindaforrynewsrelease.htm NEWS RELEASE Converted by EDGARwiz Exhibit 99.1 Linda Forry Named Eversource Trustee HARTFORD,…
To view the full exhibit click here

About EVERSOURCE ENERGY (NYSE:ES)

Eversource Energy, formerly Northeast Utilities, is a utility holding company engaged in the energy delivery business. The Company operates through three segments: electric distribution, electric transmission and natural gas distribution. The Company’s electric distribution segment consists of the distribution businesses, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, and the regulated electric generation businesses. Its electric transmission segment owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England. Its natural gas distribution segment distributes natural gas to approximately 286,000 customers in over 50 communities in central and eastern Massachusetts covering approximately 1,070 square miles.

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