VISTRA ENERGY CORP. (OTCMKTS:VSTE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Reference is made to the disclosures set forth under Item 1.01 of this current report on Form 8-K, which disclosure is incorporated herein by reference.

Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April24, 2018, Jennifer Box advised Vistra Energy Corp. (the “Company”) that she would resign from her positions as a member of the Board of Directors (the “Board”) of the Company and a member of the Compensation Committee of the Board, effective immediately. Ms.Box’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Ms.Box served on the Board as a director designee of Oaktree Capital Management, L.P. (“Oaktree”) to that certain stockholders’ agreement (the “Stockholders’ Agreement”), dated as of October3, 2016, by and among TCEH Corp. (as predecessor to the Company), Oaktree and the other stockholders party thereto (collectively, the “Oaktree Stockholder”). In connection with Ms.Box’s resignation, the Oaktree Stockholder and the Company have agreed to terminate the Stockholders’ Agreement (the “Termination Agreement”) such that the Oaktree Stockholder will no longer be afforded any of the rights and remedies provided in the Stockholders’ Agreement, including, without limitation, any and all rights that the Oaktree Stockholder had under the Stockholders’ Agreement to nominate or designate a director to the Board. Although the Stockholders’ Agreement has been terminated, the Company and Oaktree have agreed that Oaktree will designate an unaffiliated replacement for Ms. Box’s vacant board seat to serve out the remainder of her term ending in May 2019.

The foregoing is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference. The above description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed in accordance with the provisions of Item 601 of Regulation S-K:

Vistra Energy Corp. Exhibit
EX-10.1 2 d557280dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 TERMINATION OF STOCKHOLDERS’ AGREEMENT This Termination of Stockholders’ Agreement (this “Termination Agreement”) is made as of April 24,…
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