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 Officers
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)On May15, 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
Companys bylaws, the Board elected Brian K. Ferraioli to the
Board, effective immediately. Mr.Ferraioli is filling the vacancy
on the Board that exists following the resignation of Michael
Liebelson as a ClassII director effective February1, 2017.
Mr.Ferraioli will serve as a ClassII director of the Board until
the expiration of his term on the date of the Companys annual
meeting of stockholders in 2018 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.Ferraioli as Chair of the Audit Committee of
the Board, effective May19, 2017.
Mr.Ferraioli most recently was executive vice president and chief
financial officer of KBR, Inc. where he was responsible for
financial affairs, investor relations, internal audit and
information technology. Between 2007 and 2013, Mr.Ferraioli was
executive vice president and chief financial officer of The Shaw
Group Inc. Prior to this, Mr.Ferraioli was vice president and
corporate controller of Foster Wheeler AG. In addition to the
Board, Mr.Ferraioli currently serves on the board of directors of
Babcock Wilcox Enterprises.
There are no arrangements or understandings between Mr.Ferraioli
and any other person to which Mr.Ferraioli 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.Ferraioli
and the Company. In connection with Mr.Ferraiolis service as a
member of the Board and as Chair of the Audit Committee of the
Board, he received a grant of 6,357 restricted stock units on
May16, 2017, and will also receive an annual cash retainer of
$115,000. In addition to this compensation, Mr.Ferraioli will
enter into the Companys standard form of indemnification
agreement with directors, a copy of which is filed as Exhibit
10.26 to Amendment No.3 to the Companys 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.
| Item5.07. |
Submission of Matters to a Vote of Security Holders. |
On May16, 2017, at the Companys 2017 Annual Meeting of
Stockholders, the Companys stockholders approved the three
proposals listed below. The final voting results regarding each
proposal are set forth in the following tables.
1. The election of two ClassI directors to serve for a
three year term and until their respective successors are duly
elected and qualify:
| Director Name | For | Withheld | BrokerNon-Votes | |||||||||
| (number of shares) | ||||||||||||
|
Gavin R. Baiera |
375,370,888 | 6,042,323 | 123,628 | |||||||||
|
Curtis A. Morgan |
379,992,589 | 1,420,622 | 123,628 |
As a result, each of the nominees was elected.
2. The advisory approval of named executive officer
compensation.
| NumberofShares | ||||
|
For |
371,095,559 | |||
|
Against |
222,858 | |||
|
Abstain |
10,094,794 | |||
|
Broker Non-Votes |
123,628 |
As a result, the compensation of the named executive officers was
approved on an advisory basis.
3. The ratification of the selection of Deloitte Touche
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December31, 2017.
| NumberofShares | ||||
|
For |
380,654,797 | |||
|
Against |
9,800 | |||
|
Abstain |
872,242 |
As a result, the Companys selection of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017 was ratified.
About VISTRA ENERGY CORP. (OTCMKTS:VSTE)
Vistra Energy Corp, formerly TCEH Corp. is a holding company. The Company is an energy company, which is focused on energy and power generation markets through operation as a generator and retailer of electricity in Texas market. Its portfolio of businesses consists primarily of Luminant and TXU Energy. It is engaged in electricity market activities in Texas, including electricity generation, wholesale energy sales and purchases, commodity risk management activities and retail electricity operations. Luminant generates and sells electricity and related products from its fleet of generation facilities totaling approximately 17,000 megawatts of generation in Texas, including 2,300 megawatts fueled by nuclear power, 8,000 megawatts fueled by coal and 6,000 megawatts fueled by natural gas. The Company is a purchaser of wind-generated electricity. TXU Energy sells retail electricity and services to approximately 1.7 million residential and business customers in Texas. VISTRA ENERGY CORP. (OTCMKTS:VSTE) Recent Trading Information
VISTRA ENERGY CORP. (OTCMKTS:VSTE) closed its last trading session down -0.10 at 14.99 with 1,080,933 shares trading hands.