VISTRA ENERGY CORP. (OTCMKTS:VSTE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
(d)On July14, 2017, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the Board) of Vistra Energy Corp. (the Company), and in accordance with the Company’s certificate of incorporation and bylaws, the Board increased its size to eight directors and elected Scott Helm to the Board, effective immediately. Mr.Helm will serve as a Class I director of the Board until the expiration of his term on the date of the Company’s annual meeting of stockholders in 2020 and until his successor is elected and qualified. Additionally, upon the recommendation of the Nominating and Governance Committee, the Board approved the appointment of Mr.Helm as a member of the Audit Committee of the Board.
Mr.Helm is a private investor and most recently was a founding partner of Energy Capital Partners, a private equity firm focused on investing in North American energy infrastructure. Prior to founding Energy Capital Partners, from 1998 until 2002, Mr.Helm was executive vice president and chief financial officer of Orion Power Holdings, Inc., a publicly listed company that owned and operated power plants.
There are no arrangements or understandings between Mr.Helm and any other person to which Mr.Helm was selected as a director of the Company. There are no related person transactions (within the meaning of Item404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr.Helm and the Company. In connection with Mr.Helm’s service as a member of the Board and as a member of the Audit Committee of the Board, he will receive a grant of restricted stock units with a grant date fair value of $100,000 based on the public trading price of the Company’s common stock on the date of grant, and will also receive an annual cash retainer of $95,000. In addition to this compensation, Mr.Helm will enter into the Company’s standard form of indemnification agreement with directors, a copy of which is filed as Exhibit 10.26 to Amendment No.3 to the Company’s Registration Statement on Form S-1 (Registration No.333-215288), filed with the Securities and Exchange Commission on May1, 2017, and which is incorporated herein by reference.