UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| | | | | | | | | | | | | | |
| Date of Report (Date of earliest event reported) | August 12, 2022 |
|
| Entergy Corporation |
| (Exact name of registrant as specified in its charter) |
|
| Delaware | 1-11299 | 72-1229752 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | |
| 639 Loyola Avenue, New Orleans, Louisiana | 70113 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (504) 576-4000 |
|
| (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 (see General Instruction A.2. below):
☐ 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:
| | | | | | | | |
| Title of Class | Trading
Symbol | Name of Each Exchange
on Which Registered |
| | |
| Common Stock, $0.01 Par Value | ETR | New York Stock Exchange |
| Common Stock, $0.01 Par Value | ETR | NYSE Chicago, Inc. |
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. ☐
EXPLANATORY NOTE
This Current Report on Form 8-K/A is an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Entergy Corporation (the “Company”) with the Securities and Exchange Commission on August 17, 2022 (the “Original Report”). In the Original Report, the Company advised that it would provide the terms of the compensation arrangements for Andrew S. Marsh, Kimberly A. Fontan and Reginald T. Jackson for their new positions as the Company’s Chief Executive Officer, Executive Vice President and Chief Financial Officer and Senior Vice President and Chief Accounting Officer, respectively, when they were determined. This Amendment No. 1 is being filed to provide a description of those compensation arrangements. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As disclosed in the Original Report, effective as of November 1, 2022, Andrew S. Marsh became the Company’s Chief Executive Officer, Kimberly A. Fontan became the Company’s Executive Vice President and Chief Financial Officer, and Reginald T. Jackson became the Company’s Senior Vice President and Chief Accounting Officer.
On October 27, 2022, it was determined that:
•Mr. Marsh will be paid an annual base salary of $1,100,000 (“Base Salary”) as the Company’s Chief Executive Officer, and will be eligible to receive an annual cash bonus under the Company’s short-term incentive program (“Annual Incentive Award”) targeted at 120% of his Base Salary;
•Ms. Fontan, as the Company’s Executive Vice President and Chief Financial Officer, will be paid a Base Salary of $625,000 and will be eligible to receive an Annual Incentive Award targeted at 75% of her Base Salary; and
•Mr. Jackson, as the Company’s Senior Vice President and Chief Accounting Officer, will be paid a Base Salary of $340,000 and will be eligible to receive an Annual Incentive Award targeted at 45% of his Base Salary.
Mr. Marsh, Ms. Fontan and Mr. Jackson will be eligible to receive awards of performance units, restricted stock and stock options under the Company’s 2019 Omnibus Incentive Plan or any successor plan. The grants and awards to be made under these programs will be determined in conjunction with the Company’s normal annual compensation process and at levels consistent with each individual’s seniority and scope of responsibility. Mr. Marsh, Ms. Fontan and Mr. Jackson will also participate in other compensation and benefit programs generally made available to other Entergy executives from time to time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| | | | | |
| Entergy Corporation
|
| By: /s/ Marcus V. Brown |
| Marcus V. Brown Executive Vice President and General Counsel |
| |
| |
| Dated: November 2, 2022 | |
