Item 2.02 Results of Operations and Financial Conditions.
On May 4, 2022, Eversource Energy (the "Company") issued a news release
announcing its unaudited results of operations for the three months ended March
31, 2022 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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 4, 2022, the Company announced that Philip J. Lembo is retiring as
Executive Vice President and Chief Financial Officer as part of the Company's
leadership succession plan and that John M. Moreira, the Company's Senior Vice
President-Finance and Regulatory and Treasurer, has been elected as Executive
Vice President, Chief Financial Officer and Treasurer, effective today.
Mr. Lembo, 66, who has served as the Company's Chief Financial Officer since May
2016, will continue to serve the Company until later this year as a Senior
Strategic Advisor, focusing on strategic options for Eversource's offshore wind
investments.
Mr. Moreira has served as Senior Vice President-Finance and Regulatory and
Treasurer of Eversource Energy, The Connecticut Light and Power Company, NSTAR
Electric Company, Public Service Company of New Hampshire, Yankee Gas Services
Company and Eversource Energy Service Company since September 12, 2018.
Previously, Mr. Moreira served as Vice President of Financial Planning and
Analysis of Eversource Energy Service Company from March 10, 2015 until
September 12, 2018.
It is anticipated Mr. Moreira will also be elected as Executive Vice President,
Chief Financial Officer and Treasurer, and a Director of each of The Connecticut
Light and Power Company, NSTAR Electric Company, Public Service Company of New
Hampshire, Yankee Gas Services Company and Eversource Energy Service Company
later this month.
In connection with Mr. Moreira's election as the Company's Executive Vice
President, Chief Financial Officer and Treasurer on May 4, 2022, his base annual
salary will be increased to $625,000, his target award level under the Annual
Incentive Plan will be increased to 80 percent of base salary and his target
award level under the Long-Term Incentive Program will be increased to 220
percent of base salary.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On May 4, 2022, the Company held its 2022 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 25, 2022. On March 9, 2022, the record date for the Annual Meeting, there
were 344,746,087 common shares outstanding and entitled to vote. At the Annual
Meeting, 300,178,042 common shares were represented, in person or by proxy,
constituting a quorum.
(1) Election of Trustees. The shareholders elected each of the 12 nominees
to the Board of Trustees for a one-year term by a majority of the outstanding
common shares:
Broker
Trustee For Against Abstained Non-Votes
Cotton M. Cleveland 245,076,673 25,097,789 929,296 29,074,283
James S. DiStasio 266,290,091 3,854,960 958,708 29,074,283
Francis A. Doyle 266,092,382 4,008,354 1,003,022 29,074,283
Linda Dorcena Forry 262,952,218 7,231,803 919,738 29,074,283
Gregory M. Jones 268,734,639 1,563,549 805,570 29,074,283
James J. Judge 262,935,157 7,394,228 774,373 29,074,283
John Y. Kim 267,649,292 2,515,799 938,667 29,074,283
Kenneth R. Leibler 258,098,396 12,009,865 995,498 29,074,283
David H. Long 260,905,624 9,183,330 1,014,804 29,074,283
Joseph R. Nolan, Jr. 268,100,845 2,300,960 701,953 29,074,283
William C. Van Faasen 258,542,801 11,596,925 964,032 29,074,283
Frederica M. Williams 262,154,592 8,032,743 916,423 29,074,283
(2) The shareholders approved, on an advisory basis, the compensation of the
Company's 2021 Named Executive Officers:
For Against Abstained Broker Non-Votes
248,319,200 20,796,082 1,988,476 29,074,283
(3) The shareholders ratified the selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for 2022:
For Against Abstained Broker Non-Votes
287,129,599 12,034,973 1,013,470 0
Item 7.01 Regulation FD Disclosure.
On May 5, 2022, 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 2022. 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
99.1 News Release of Eversource Energy dated May 4, 2022.
99.2 Financial Report for the three months ended March 31, 2022.
99.3 May 5, 2022 presentation slides.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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