| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 11, 2024, the Board of Directors (the “Board”) of Avangrid, Inc. (the “Company”) approved the Company entering into an indemnification agreement (the “Indemnification Agreement”) with its directors and certain officers (each an “indemnitee”) substantially in the form previously approved by the Board. The entry into the Indemnification Agreements was approved in order to reflect current market indemnification practices.
On April 11, 2024, the Company entered into the Indemnification Agreement with each person serving as a director and certain officers as of those dates. The Indemnification Agreement requires the Company to indemnify an indemnitee, to the fullest extent permitted by applicable law, for all expenses (including all reasonable attorneys’ fees, court costs, fees of experts and other professionals, and ERISA excise taxes), judgments, fines and settlement amounts actually and reasonably incurred in any action or proceeding if the indemnitee is or was, or is threatened to be made a party to or participant in, any action, proceeding or investigation by reason of or arising out of an indemnifiable event, which includes any event related to the fact that indemnitee is or was a director or officer of the Company, by reason of any action or inaction by indemnitee in such capacity, in each case whether or not serving in such capacity at the time any such indemnifiable event occurred.
The foregoing summary and description of the provisions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
As announced on March 7, 2024, the Board’s Unaffiliated Committee (the “Committee”) is currently evaluating the non-binding proposal from Iberdrola, S.A. on March 6, 2024 to acquire all of the issued and outstanding shares of common stock of the Company not owned by Iberdrola, S.A. or its affiliates for $34.25 in cash per share. No decision has yet been made with respect to Company’s response to the proposal or any alternatives thereto. The Board cautions that it has only received a proposal, which does not constitute an offer or proposal capable of acceptance and may be withdrawn at any time and in any manner. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the transaction proposed in the proposal or any other transaction will be approved or completed. The Company is not obligated to disclose any further developments or updates on the progress of the proposed transaction until either the Company enters into a definitive agreement, or the Committee determines no such transaction will be approved.
As a result, the Company determined to delay its annual meeting of shareholders. Accordingly, the annual meeting will not be held in June or July as has been the Company’s historical practice.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
2
