PATTERN ENERGY GROUP INC. (NASDAQ:PEGI) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Departure of Certain Directors
On December 28, 2018, Ms. Patricia Bellinger resigned as a director of Pattern Energy Group Inc. (the “Company”). Her resignation from the Board was not because of any disagreement with the Company.
(d) Appointment of Certain Directors
On December 30, 2018, the Board appointed each of Mr. Richard Goodman and Ms. Mona Sutphen as directors to serve until the 2019 meeting of stockholders of the Company and his or her successor is duly elected and qualified. Mr. Goodman was also appointed to serve as a member of the Audit Committee and Conflicts Committee, and Ms. Sutphen was appointed to serve as a member of the Nominating, Governance and Compensation Committee and Conflicts Committee. There are no arrangements or understandings between any of such directors and any other persons to which such director was appointed a director of the Company. Each of such directors is eligible to receive the compensation under the Company’s non-employee director compensation program described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2018. The Company also entered into its standard form of indemnification agreement for directors and officers with each of such directors. The form of the indemnification agreement was filed as Exhibit10.7 to the Company’s Registration Statement on FormS-1/A filed with the Securities and Exchange Commission on September 3, 2013 and is incorporated herein by reference.
As of the date of this Current Report on Form 8-K, seven directors serve on the Company’s Board.
Item 7.01 Regulation FD Disclosure.
On December 31, 2018, the Company issued a press release relating to changes in its Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
Pattern Energy Group Inc. Exhibit
EX-99.1 2 exhibit991pressrelease-dir.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Pattern Energy Announces Changes to Board of Directorswith Appointments of Two New Independent DirectorsSAN FRANCISCO,…
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About PATTERN ENERGY GROUP INC. (NASDAQ:PEGI)
Pattern Energy Group Inc. is an independent power company focused on owning and operating power projects. The Company holds interests in over 18 wind power projects located in the United States, Canada and Chile with total capacity of over 2,644 megawatts (MW). Each of its projects has contracted to sell its output pursuant to a power sale agreement. The Company sells its electricity and environmental attributes, including renewable energy credits (RECs), to local utilities under long-term and fixed-price power purchase agreements (PPAs). The Company’s operating projects are Gulf Wind, Texas; Hatchet Ridge, California; St. Joseph, Manitoba; Spring Valley, Nevada; Santa Isabel, Puerto Rico; Ocotillo, California; South Kent, Ontario; El Arrayan, Chile; Panhandle 1, Texas; Panhandle 2, Texas; Grand, Ontario; Post Rock, Kansas; Lost Creek, Missouri; K2, Ontario; Logan’s Gap, Texas, Amazon Wind Farm Fowler Ridge, Indiana, and Armow Wind power facility in Ontario, Canada.