PUBLIC SERVICE ENTERPRISE GROUP INC false 0000788784 0000788784 2021-04-20 2021-04-20

 

 

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) April 20, 2021

 

 

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   001-09120   22-2625848
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

80 Park Plaza

Newark,     New Jersey     07102

(Address of principal executive offices) (Zip Code)

973     430-7000

(Registrant’s telephone number, including area code)

 

 

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:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of Each Exchange
On Which Registered

Common Stock without par value   PEG   New York Stock Exchange

Indicate by check mark whether any of the registrants 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

If an emerging growth company, indicate by check mark if such 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 ☐

 

 

 


Item 5.02

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

At the Annual Meeting of Shareholders, held on April 20, 2021 (the “Annual Meeting”), the Stockholders of the Public Service Enterprise Group Incorporated (“PSEG”), upon the recommendation of the Board of Directors (the “Board”), approved the Public Service Enterprise Group Incorporated 2021 Long-Term Incentive Plan (the “2021 LTIP”) which replaces the Public Service Enterprise Group Incorporated 2004 Long-Term Incentive Plan.

The 2021 LTIP will be administered by the Organization and Compensation Committee of the Board (the “Committee”) or a designee thereof, and will enable the Committee to provide equity and incentive compensation to officers and other key employees of PSEG and its subsidiaries. Pursuant to the 2021 LTIP, PSEG may grant equity-based compensation in the form of stock options, stock appreciation rights (“SARs”), restricted share awards, restricted stock units, performance stock units, performance shares or any combination thereof, in each case for the purpose of providing our officers, and other key employees, incentives and rewards for superior performance upon terms and conditions as further described in the 2021 LTIP. The 2021 LTIP will expire on April 20, 2031.

Subject to adjustment as described in the 2021 LTIP share counting rules, the total number of shares of PSEG common stock that are available for awards under the 2021 LTIP is 8,000,000. The aggregate number of shares available under the 2021 LTIP will be reduced by one share of common stock for every one share subject to an award granted under the 2021 LTIP, provided that any shares related to awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance, excluding shares withheld for tax obligations, of such shares, or are settled in cash in lieu of shares, shall be available again for grant under the 2021 LTIP.

The 2021 LTIP provides for a double trigger accelerated vesting for employees following a change in control, establishes a one-year minimum vesting period for awards and includes a requirement that all awards are subject to the “clawback” policy adopted by our Board. It also provides that no underwater stock options or SARs will be repriced without shareholder approval and that no stock options or SARs will be granted with an exercise price less than the fair market value of our common stock on the date of grant. This summary of the 2021 LTIP is qualified in its entirety by reference to the full text of the 2021 LTIP, which is attached hereto as Exhibit 99.1. A more detailed summary of the 2021 LTIP can be found in the PSEG’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, proxies were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors.

The advisory vote on executive compensation was approved.

The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified.

The 2021 Equity Compensation Plan for Outside Directors was approved.

The 2021 Long-Term Incentive Plan was approved.

 

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Final results of the voting are provided below:

 

Proposal 1:

           

Election of Directors

           
Terms expiring in 2022    Votes For      Votes
Against
     Abstentions      Broker Non-
Votes
 

Ralph Izzo

     370,005,426        24,592,245        2,502,238        52,571,212  

Shirley Ann Jackson

     376,231,063        19,741,772        1,127,074        52,571,212  

Willie A. Deese

     384,126,607        11,761,620        1,211,682        52,571,212  

David Lilley

     383,914,913        11,999,879        1,185,117        52,571,212  

Barry H. Ostrowsky

     389,806,691        6,140,397        1,152,821        52,571,212  

Scott G. Stephenson

     393,870,167        2,047,594        1,182,148        52,571,212  

Laura A. Sugg

     394,122,058        1,840,446        1,137,405        52,571,212  

John P. Surma

     355,125,579        40,740,562        1,233,768        52,571,212  

Susan Tomasky

     389,579,990        6,359,144        1,160,775        52,571,212  

Alfred W. Zollar

     393,056,016        2,802,507        1,241,386        52,571,212  
Proposal 2:    Votes For      Votes
Against
     Abstentions      Broker Non-
Votes
 

Advisory Vote on the Approval of Executive Compensation

     369,431,969        25,017,188        2,650,396        52,571,568  
Proposal 3:    Votes For      Votes
Against
     Abstentions      Broker Non-
Votes
 

Ratification of Appointment of Deloitte & Touche LLP as Independent Auditor

     432,415,351        16,048,853        1,206,917        0  
Proposal 4:    Votes For      Votes
Against
     Abstentions      Broker Non-
Votes
 

2021 Equity Compensation Plan for Outside Directors

     377,510,269        16,548,189        3,041,095        52,571,568  
Proposal 5    Votes For      Votes
Against
     Abstentions      Broker Non-
Votes
 

2021 Long-Term Incentive Plan

     374,241,616        20,100,655        2,757,282        52,571,568  

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 99.1    Public Service Enterprise Group Incorporated 2021 Long-Term Incentive Plan
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature of the undersigned company shall be deemed to relate only to matters having reference to such company and any subsidiaries thereof.

 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

(Registrant)

By:  

/s/ Rose M. Chernick

    ROSE M. CHERNICK
    Vice President and Controller
  (Principal Accounting Officer)

Date: April 22, 2021

 

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