| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 13, 2018, the Board of Directors (the “Board”) of Avangrid, Inc. (the “Corporation”), upon the recommendation of its Compensation, Nominating and Corporate Governance Committee (the “Committee”), adopted an amendment to the Executive Variable Pay Plan, which is the Corporation’s annual cash incentive plan providing executive officers (including the “named executive officers” as defined in Item 402 of RegulationS-K under the Securities Act of 1933, as amended) and certain other key employees of the Corporation with the opportunity to earn annual incentive compensation through superior management performance and is intended to promote the future growth and success of the Corporation and its affiliates, and enhance the linkage between employee, customer and shareholder interests.
The amendments approved and reflected in the amendment and restatement of the Executive Variable Pay Plan (the “Amended and Restated Plan”) are intended to adjust the weighting of the corporate and business area performance metrics for the chief executive officers of Avangrid Networks, Inc. and Avangrid Renewables, LLC. Each year, a maximum annual incentive opportunity expressed as a percentage of annual base salary is established for each participant, which is dependent on each such participant’s position and the scope of responsibilities. Performance under the Amended and Restated Plan is measured based on achievement of the corporate metrics and the applicable business area and individual metrics, which are weighted differently for participants based on their respective roles to reflect the areas where each participant has the most significant impact on the Corporation’s results.
On February 13, 2019, the Board, upon the recommendation of the Committee, also approved an increase in the maximum opportunity level for the 2019 performance year under the Amended and Restated Plan for Douglas Stuver, the Corporation’s Senior Vice President – Chief Financial Officer from 90% of his base salary to 100% of his base salary.
The foregoing summary of the Amended and Restated Plan is qualified in its entirety by reference to the complete text of the plan, a copy of which is filed with this current report on Form8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
In connection with its regular review and assessment of the effectiveness of the Corporation’s compliance and ethics program, the Board, upon the recommendation of the Audit and Compliance Committee of the Board (the “Audit and Compliance Committee”), approved an amended and restated Code of Business Conduct and Ethics, effective February 13, 2019. The amended and restated Code of Business Conduct and Ethics maintains the essential principles and standards contained in the prior code but reflects the organizational separation of the Corporation’s legal services and compliance divisions and includes additional guidance in areas in which employees frequently seek advice from the compliance division. The amended and restated Code of Business Conduct and Ethics does not result in any waiver to any officer, director or employee of the Corporation, explicit or implicit, from any provision of the Code of Business Conduct and Ethics as in effect prior to the Board’s action to amend and restate the Code of Business Conduct and Ethics. The amended and restated Code of Business Conduct and Ethics is applicable to all directors, officers, and employees of the Corporation and its subsidiaries and affiliates, including but not limited to the Corporation’s principal executive officer, principal financial officer, principal accounting officer, and controller.
The amended and restated Code of Business Conduct and Ethics is available in the Corporate Governance section of the Corporation’s website at www.avangrid.com. The foregoing summary of the amended and restated Code of Business Conduct and Ethics is subject to and qualified in its entirety by reference to the full text of the amended and restated Code of Business Conduct and Ethics.
2
