
PORTLAND GENERAL ELECTRIC COMPANY (NYSE:POR) 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.
On November 26, 2018, the Board of Directors of Portland General Electric Company (the “Company”) voted to increase the size of the Board of Directors of the Company (the "Board") from eleven to twelve directors and to fill the resulting vacancy by appointing Michael H. Millegan to serve as a director of the Company until the next annual meeting of shareholders, which will be held on April 24, 2019. The increase in the size of the Board of Directors and Mr. Millegan's appointment are effective January 1, 2019. The Board also appointed Mr. Millegan to serve on the Audit Committee and the Finance Committee of the Board effective January 1, 2019.
Mr. Millegan currently serves as the founder and Chief Executive Officer of Millegan Advisory Group, which provides strategic advice to early-stage companies. Previously, he held various leadership positions with Verizon Communications Inc., including president of Verizon Global Wholesale Group. Mr. Millegan serves as an independent director on the board of Wireless Telecom Group, where he chairs the compensation committee and is a member of the nomination and governance committee. He is also a member of the board of directors for Vettd Inc., a provider of adaptive artificial intelligence solutions for workforce data classification, and a strategic advisor to Windpact, Inc., a sports technology company.
There are no arrangements or understandings between Mr. Millegan and any other persons to which he was selected as a director, and Mr. Millegan is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.
On the effective date of his appointment, Mr. Millegan will become eligible to receive the following compensation to the Company’s standard compensation arrangements for non-employee directors:
Annual Cash Retainer Fee |
$ |
50,000 |
Annual Committee Service Fee (per committee) |
$ |
18,000 |
Annual Grant of Restricted Stock Units (in dollars) |
$ |
90,000 |
The grant of restricted stock units will be made on the same terms and conditions as the grants made to other directors of the Company. The grants will be made to the terms of the Portland General Electric Company Stock Incentive Plan, as amended and restated effective February 13, 2018, a copy of which was included as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2018. Mr. Millegan will also be eligible to participate in the 2006 Outside Directors’ Deferred Compensation Plan, a copy of which was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 17, 2006. The Company intends to enter into its standard form of indemnification agreement for non-employee directors with Mr. Millegan, a copy of which was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 24, 2009.
About PORTLAND GENERAL ELECTRIC COMPANY (NYSE:POR)
Portland General Electric Company (PGE) is an electric utility company. The Company is engaged in the generation, wholesale purchase, transmission, distribution and retail sale of electricity in the state of Oregon. The Company also sells electricity and natural gas in the wholesale market to utilities, brokers and power marketers. The Company has approximately four natural gas-fired generating facilities, which include PW1, PW2, Beaver and Coyote Springs Unit 1 (Coyote Springs). PGE owns and operates over two wind farms, including Biglow Canyon Wind Farm (Biglow Canyon) and Tucannon River. Biglow Canyon, which is located in Sherman County, Oregon, is its renewable energy resource consisting of approximately 220 wind turbines with a total nameplate capacity of over 450 megawatts (MW). Its Tucannon River is located in southeastern Washington and consists of approximately 120 wind turbines with a total nameplate capacity of over 270 MW.