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): February 19, 2020
Avangrid, Inc.
(Exact name of registrant as specified in its charter)
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New York | | 001-37660 | | 14-1798693 |
(State or other jurisdiction of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
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180 Marsh Hill Road Orange, Connecticut | | 06477 |
(Address of principal executive offices) | | (Zip Code) |
(207) 629-1200
(Registrant’s telephone number, including area code)
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:
| ☐ | 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:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | AGR | | New York Stock Exchange |
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 ☐
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 19, 2020, the Board of Directors (the “Board”) of Avangrid, Inc. (the “Corporation”), upon the recommendation of its Compensation, Nominating and Corporate Governance Committee, approved an increase in the maximum opportunity level for the 2020 performance year under the Amended and Restated Executive Variable Pay Plan, the Corporation’s annual cash incentive plan, for certain executive officers including the following “named executive officers” of the Corporation as defined in Item 402 of Regulation S-K under the Securities Act of 1933, as amended:
| | | | | | | | |
Name | | 2019 Maximum
Opportunity Level (% of base salary) | | | 2020 Maximum
Opportunity Level (% of base salary) | |
Douglas Stuver | | | 100% | | | | 120% | |
R. Scott Mahoney | | | 100% | | | | 110% | |
Peter Church | | | 90% | | | | 100% | |
| 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, on February 19, 2020, the Board, upon the recommendation of the Audit and Compliance Committee of the Board, approved an amended and restated Code of Business Conduct and Ethics. The amended and restated Code of Business Conduct and Ethics maintains the essential principles and standards contained in the prior code but incorporates the Corporation’s Purpose and Values 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.
SIGNATURES
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 hereunto duly authorized.
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AVANGRID, INC. |
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By: | | /s/ R. Scott Mahoney |
Name: | | R. Scott Mahoney |
Title: | | Senior Vice President – General Counsel and Corporate Secretary |
Dated: February 21, 2020
