UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 13, 2021
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Avangrid, Inc.
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(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) |
207-629-1190
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 July 13, 2021, Avangrid Management Company, LLC ("AMC"), a wholly-owned subsidiary of Avangrid, Inc. (the “Corporation”), entered into an amended employment agreement (the "Employment Agreement") with R. Scott Mahoney in connection with his continued service as Senior Vice President - General Counsel and Corporate Secretary of the Corporation, which amends, supersedes and replaces the employment agreement, dated March 1, 2008, and the employee invention and confidentiality agreement, dated on or about June 20, 2002, that Mr. Mahoney entered into with Energy East Management Corporation, a predecessor of a wholly-owned indirect subsidiary of the Corporation.
Pursuant to the terms of the Employment Agreement, Mr. Mahoney will receive an annual base salary of $517,000, subject to annual review, and will continue to be eligible to participate in the Corporation’s Executive Variable Pay (“EVP”) Plan with an annual incentive target equal to 55% of his annual base salary and a maximum incentive opportunity of 110% of his annual base salary. Mr. Mahoney will continue to be eligible to participate in the Corporation’s 2020 – 2022 Long-Term Incentive Plan and the Corporation’s other employee benefit and welfare plans and arrangements on the same terms as the Corporation’s other executive officers.
In the event that Mr. Mahoney's employment is terminated by AMC without Cause or by Mr. Mahoney for Good Reason (as such terms are defined in the Employment Agreement), Mr. Mahoney would receive a severance payment equal to one times the sum of his base salary and the EVP Plan (or other similar incentive plan) award paid with respect to the prior calendar year. The agreement also includes customary confidentiality, non-competition, and non-solicitation provisions.
The foregoing description is only a summary of the material provisions of the Employment Agreement and is qualified in its entirety by reference to the full text of such agreement, copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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Exhibit
No. | | Description |
| 10.1 | | |
| 104 | | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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/ Douglas Stuver |
| Name: | | Douglas Stuver |
| Title: | | Senior Vice President – Chief Financial Officer |
Dated: July 16, 2021
