Current Report Filing (8-k)
May 03 2023 - 4:20PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 3, 2023 (May 3,
2023)
Commission
File Number |
Registrant; State of Incorporation
Address; and Telephone Number |
I.R.S. Employer
Identification No. |
|
|
|
1-5324 |
EVERSOURCE
ENERGY
(a Massachusetts
voluntary association)
300
Cadwell Drive
Springfield,
Massachusetts 01104
Telephone: (800)
286-5000 |
04-2147929 |
|
|
|
0-00404 |
THE
CONNECTICUT LIGHT AND POWER COMPANY
(a Connecticut
corporation)
107
Selden Street
Berlin,
Connecticut
06037-1616
Telephone: (800)
286-5000
|
06-0303850 |
|
|
|
1-02301 |
NSTAR
ELECTRIC COMPANY
(a Massachusetts
corporation)
800
Boylston Street
Boston,
Massachusetts
02199
Telephone: (800)
286-5000 |
04-1278810 |
|
|
|
1-6392 |
PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE
(a New
Hampshire corporation)
Energy
Park
780
North Commercial Street
Manchester,
New
Hampshire 03101-1134
Telephone: (800)
286-5000
|
02-0181050 |
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: |
Registrant |
Title of each class |
Trading
Symbol(s) |
Name of
each exchange on
which registered |
Eversource Energy |
Common
Shares, $5.00 par value per share
|
ES |
New
York Stock Exchange |
The Connecticut Light and Power Company |
None |
N/A |
N/A |
NSTAR Electric Company |
None |
N/A |
N/A |
Public Service Company of New Hampshire |
None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
|
Emerging
growth
company |
Eversource Energy |
¨ |
The Connecticut Light and Power Company |
¨ |
NSTAR Electric Company |
¨ |
Public Service Company of New Hampshire |
¨ |
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Eversource Energy |
¨ |
The Connecticut Light and Power Company |
¨ |
NSTAR Electric Company |
¨ |
Public Service Company of New Hampshire |
¨ |
Document Type |
8-K |
Document Period End Date |
2023-05-03 |
Amendment Flag |
false |
CIK |
0000023426 |
THE CONNECTICUT LIGHT_Written communications |
¨ |
THE CONNECTICUT LIGHT_Soliciting material pursuant to |
¨ |
THE CONNECTICUT LIGHT_Pre-commencement communications pursuant |
¨ |
THE CONNECTICUT LIGHT_Pre-commencement communications pursuant |
¨ |
Document Type |
8-K |
Document Period End Date |
2023-05-03 |
Amendment Flag |
false |
CIK |
0000013372 |
NSTAR ELECTRIC_Written communications |
¨ |
NSTAR ELECTRIC_Soliciting material pursuant to |
¨ |
NSTAR ELECTRIC_Pre-commencement communications pursuant |
¨ |
NSTAR ELECTRIC_Pre-commencement communications pursuant |
¨ |
CIK |
0000315256 |
Public Service Company_Written communications |
¨ |
Document Type |
8-K |
Document Period End Date |
2023-05-03 |
Amendment Flag |
false |
Public Service Company_Soliciting material pursuant to |
¨ |
Public Service Company_Pre-commencement communications pursuant |
¨ |
Public Service Company_Pre-commencement communications pursuant |
¨ |
|
|
|
|
|
|
Section
2 | Financial Information |
| Item 2.02 | Results of Operations and Financial Conditions. |
On May 3, 2023, Eversource Energy (the “Company”)
issued a news release announcing its unaudited results of operations for the three months ended March 31, 2023, and related financial
information for certain of its subsidiaries as of and for the same period. A copy of the news release and related unaudited financial
reports are attached as Exhibits 99.1 and 99.2, and are incorporated herein by reference thereto.
The information contained in this Item 2.02, including
Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated
by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended
(the “Securities Act”), unless specified otherwise.
| Section 5 | Corporate Governance and Management |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On May 3, 2023, the Board of Trustees (the “Board”)
of Eversource Energy re-appointed Jay S. Buth, Vice President, Controller and Chief Accounting Officer of the Company, as the Company’s
principal accounting officer, effective immediately. On September 16, 2022, John M. Moreira, Executive Vice President, Chief Financial
Officer and Treasurer of the Company, had been appointed to serve as principal accounting officer on an interim basis.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On
May 3, 2023, the Company held its 2023 Annual Meeting.
(b) Shareholders
voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated
March 24, 2023. On March 7, 2023, the record date for the Annual Meeting, there were 348,673,173 common shares outstanding and entitled
to vote. At the Annual Meeting, 303,238,457 common shares were represented, in person or by proxy, constituting a quorum.
(1) Election
of Trustees. The shareholders elected each of the 11 nominees to the Board of Trustees for a one-year term by a majority of the outstanding
common shares:
Trustee |
|
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
Cotton M. Cleveland |
|
242,479,108 |
|
29,895,778 |
|
1,029,937 |
|
29,833,633 |
Francis A. Doyle |
|
263,132,760 |
|
9,197,396 |
|
1,074,667 |
|
29,833,633 |
Linda Dorcena Forry |
|
265,564,415 |
|
6,745,397 |
|
1,095,011 |
|
29,833,633 |
Gregory M. Jones |
|
270,394,423 |
|
1,843,819 |
|
1,166,582 |
|
29,833,633 |
Lorretta D. Keane |
|
271,068,120 |
|
1,355,373 |
|
981,330 |
|
29,833,633 |
John Y. Kim |
|
270,316,227 |
|
2,031,347 |
|
1,057,250 |
|
29,833,633 |
Kenneth R. Leibler |
|
258,984,918 |
|
13,282,848 |
|
1,137,057 |
|
29,833,633 |
David H. Long |
|
265,143,685 |
|
7,200,430 |
|
1,060,709 |
|
29,833,633 |
Joseph R. Nolan, Jr. |
|
248,894,079 |
|
21,865,890 |
|
2,644,854 |
|
29,833,633 |
William C. Van Faasen |
|
255,189,835 |
|
17,111,962 |
|
1,103,027 |
|
29,833,633 |
Frederica M. Williams |
|
262,999,992 |
|
9,411,772 |
|
993,059 |
|
29,833,633 |
(2) The
shareholders approved, on an advisory basis, the compensation of the Company’s 2022 Named Executive Officers:
For | |
Against | |
Abstained | |
Broker Non-Votes |
251,319,385 | |
20,429,081 | |
1,656,357 | |
29,833,633 |
(3) The
shareholders voted for “1 year” on an advisory resolution on the frequency of shareholder votes on executive compensation:
1 Year | |
2 Years | |
3 Years | |
Abstained | |
Broker Non-Votes |
266,250,993 | |
1,105,942 | |
4,539,434 | |
1,508,455 | |
29,833,633 |
(4) The
shareholders approved the First Amendment to the 2018 Eversource Energy Incentive Plan (the “Plan”) to authorize up to an
additional 4,200,000 common shares for issuance under the Plan:
For | |
Against | |
Abstained | |
Broker Non-Votes |
248,877,743 | |
22,856,964 | |
1,670,116 | |
29,833,633 |
(5) The
shareholders approved an increase to the number of Eversource Energy common shares authorized for issuance by the Board in accordance
with Section 19 of the Eversource Energy Declaration of Trust by 30,000,000 common shares, from 380,000,000 authorized common shares to
410,000,000 authorized common shares:
For | |
Against | |
Abstained | |
Broker Non-Votes |
294,879,989 | |
5,985,553 | |
2,372,914 | |
0 |
(6) The
shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm
for 2023:
For | |
Against | |
Abstained | |
Broker Non-Votes |
285,948,243 | |
16,254,731 | |
1,035,482 | |
0 |
| Item 7.01 | Regulation FD Disclosure. |
On May 4, 2023, Eversource Energy will webcast
a conference call with financial analysts during which senior management will discuss the Company’s financial performance through
the first quarter of 2023. The webcast will be accessible from the Investors section of the Eversource Energy website at www.eversource.com.
Attached as Exhibit 99.3 and incorporated herein by reference are the slides to be discussed by Eversource Energy during the conference
call.
The information contained in this Item 7.01, including
Exhibit 99.3, shall not be deemed “filed” with the SEC nor incorporated by reference into any registration statement filed
by Eversource Energy or any subsidiary thereof under the Securities Act, unless specified otherwise.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
|
EVERSOURCE ENERGY
THE CONNECTICUT LIGHT AND POWER COMPANY
NSTAR ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(Registrants) |
|
|
|
|
May 3, 2023
|
By: |
/s/ Jay S. Buth |
|
|
Jay S. Buth |
|
|
Vice President, Controller and Chief Accounting Officer |
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