Dominion Energy (D) S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on May 8, 2024

Registration No. 333-195768

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dominion Energy, Inc.

(Exact name of registrant as specified in its charter)

Virginia	54-1229715
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
120 Tredegar Street Richmond, Virginia	23219
(Address of Principal Executive Offices)	(Zip Code)

2014 Incentive Compensation Plan

2024 Incentive Compensation Plan

(Full title of the plan)

Carlos M. Brown

President – Dominion Energy Services and

Executive Vice President, Chief Legal Officer and Corporate Secretary

Amanda B. Tornabene

Vice President – Governance and Assistant Corporate Secretary

Dominion Energy, Inc.

120 Tredegar Street

Richmond, Virginia 23219

(Name and address of agent for service)

(804) 819-2284

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of Securities Act. ☐

Explanatory Note

Dominion Energy, Inc. (formerly known as Dominion Resources, Inc.) (Dominion Energy) previously filed its Registration Statement on Form S-8 (Registration No. 333-195768) with the Securities and Exchange Commission (the Commission) on May 7, 2014 (the Prior Registration Statement) with respect to 25,000,000 shares of Dominion Energy’s common stock, no par value (the Common Stock), issuable under Dominion Energy’s 2014 Incentive Compensation Plan (the 2014 Plan).

On May 7, 2024 (the Approval Date), Dominion Energy’s shareholders approved Dominion Energy’s 2024 Incentive Compensation Plan (the 2024 Plan) and, in connection therewith, no further awards will be made under the 2014 Plan. Pursuant to the terms of the 2024 Plan, (i) shares allocable to incentive awards or portions thereof granted under the 2024 Plan or, (ii) after December 31, 2023, shares allocable to incentive awards or portions thereof granted under the 2014 Plan that remained outstanding as of December 31, 2023, that expire, are forfeited or otherwise terminate unexercised and without issuance of any shares, do not count against the share reserve under the 2024 Plan (or will be added to such share reserve with respect to 2014 Plan awards) and may be used for future awards under the 2024 Plan (such added shares, the Rollover Shares).

As of December 31, 2023, a total of 1,871,380 shares of Common Stock were subject to awards then outstanding under the 2014 Plan. Dominion Energy is filing this Post-Effective Amendment No. 1 to Form S-8 pursuant to Item 512(a)(1)(iii) of Regulation S-K and Compliance and Disclosure Interpretation 126.43 to amend the Prior Registration Statement to register the offer of the Rollover Shares under the 2024 Plan (as such shares would no longer be issuable under the 2014 Plan). For avoidance of doubt, Dominion Energy is not registering any additional shares of Common Stock that were not previously approved by Dominion Energy’s shareholders as of the Approval Date. Contemporaneously with the filing of this Post-Effective Amendment No. 1 to Form S-8, Dominion Energy is filing a Registration Statement on Form S-8 to register 26,845,646 new shares of Common Stock that are available for issuance pursuant to the 2024 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Dominion Energy with the Commission are incorporated herein by reference and made a part hereof (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules and portions of filings that relate to Virginia Electric and Power Company (Virginia Power) as a separate registrant) (File No. 1-08489):

(i) Dominion Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023,

(ii) Dominion Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024,

(iii) Dominion Energy’s Current Reports on Form 8-K filed January 12, 2024, January  29, 2024, February  22, 2024, February  26, 2024, March  7, 2024, May  3, 2024, May  6, 2024 and May 8, 2024, and

(iv) the description of the Dominion Energy’s Common Stock in Dominion Energy’s Current Report on Form 8-K/A filed February 21, 2023.

In addition, all documents filed by Dominion Energy pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement, and to be a part hereof, from the date of filing of such documents (other than documents or information included in such documents deemed to have been furnished and not filed in accordance with Commission rules and portions of filings that relate to Virginia Power as a separate registrant).

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Article VI of Dominion Energy’s Articles of Incorporation mandates indemnification of its directors and officers to the full extent permitted by the Virginia Stock Corporation Act (the Virginia Act) and any other applicable law. The Virginia Act permits a corporation to indemnify its directors and officers against liability incurred in all proceedings, including derivative proceedings, arising out of their service to the corporation or to other corporations or enterprises that the officer or director was serving at the request of the corporation, except in the case of willful misconduct or a knowing violation of a criminal law. Dominion Energy is required to indemnify its directors and officers in all such proceedings if they have not violated this standard. Dominion Energy has also entered into agreements relating to the advancement of expenses for certain of its directors and officers in advance of a final disposition of proceedings or the making of any determination of eligibility for indemnification pursuant to Dominion Energy’s Articles of Incorporation.

In addition, Article VI of Dominion Energy’s Articles of Incorporation limits the liability of its directors and officers to the full extent permitted by the Virginia Act as now and hereafter in effect. The Virginia Act places a limit on the liability of a director or officer in derivative or shareholder proceedings equal to the lesser of (i) the amount specified in the corporation’s articles of incorporation or a shareholder-approved bylaw; or (ii) the greater of (a) $100,000 or (b) twelve months of cash compensation received by the director or officer. The limit does not apply in the event the director or officer has engaged in willful misconduct or a knowing violation of a criminal law or a federal or state securities law. The effect of Dominion Energy’s Articles of Incorporation, together with the Virginia Act, is to eliminate liability of directors and officers for monetary damages in derivative or shareholder proceedings so long as the required standard of conduct is met.

Dominion Energy has purchased directors’ and officers’ liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of Dominion Energy against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by Dominion Energy and (2) Dominion Energy to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No.	Description
5.1	Opinion of Mark O. Webb, Esquire, Vice President and General Counsel of Dominion Resources, Inc. (Exhibit 5, Registration Statement on Form S-8 filed May 7, 2014 (Registration No. 333-195768), incorporated by reference).
5.2	Opinion of McGuireWoods LLP (filed herewith).
23.1	Consent of Deloitte & Touche LLP (filed herewith).
23.2	Consent of Mark O. Webb, Esquire (included in Exhibit 5.1).
23.3	Consent of McGuireWoods LLP (included in Exhibit 5.2).
24.1	Powers of Attorney (included in signature page of this Post-Effective Amendment No. 1 to Form S-8 and incorporated by reference).
99.1	Dominion Resources, Inc. 2014 Incentive Compensation Plan (Exhibit 10.1, Form 8-K filed May 7, 2014 (File No. 1-08489, incorporated by reference).
99.2	Dominion Energy, Inc. 2024 Incentive Compensation Plan (Exhibit 10.1, Form 8-K filed May  8, 2024, File No. 1-08489, incorporated by reference).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

PROVIDED, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of this offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, the Commonwealth of Virginia, on the 8^th day of May, 2024.

DOMINION ENERGY, INC.
By:	/s/ Robert M. Blue
	Robert M. Blue
	President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities stated below and on the 8^th day of May, 2024. The officers and directors whose signatures appear below hereby constitute Carlos M. Brown, Jim O. Stuckey or Karen W. Doggett, any one of whom may act, as their true and lawful attorneys-in-fact, with full power to sign on their behalf individually and in each capacity stated below and file all amendments, including any post-effective amendment, to this Post-Effective Amendment making such changes in this Post-Effective Amendment as the registrant deems appropriate, and generally to do all things in their name in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Signature	Title
/s/ Robert M. Blue	Chair of the Board of Directors, President and
Robert M. Blue	Chief Executive Officer
/s/ James A. Bennett	Director
James A. Bennett
/s/ Paul M. Dabbar	Director
Paul M. Dabbar
/s/ D. Maybank Hagood	Director
D. Maybank Hagood
/s/ Mark J. Kington	Director
Mark J. Kington
/s/ Kristin G. Lovejoy	Director
Kristin G. Lovejoy
/s/ Joseph M. Rigby	Director
Joseph M. Rigby
/s/ Pamela J. Royal	Director
Pamela J. Royal

/s/ Robert H. Spilman, Jr.	Director
Robert H. Spilman, Jr.
/s/ Susan N. Story	Director
Susan N. Story
/s/ Vanessa Allen Sutherland	Director
Vanessa Allen Sutherland
/s/ Steven D. Ridge	Executive Vice President and
Steven D. Ridge	Chief Financial Officer
/s/ Michele L. Cardiff Michele L. Cardiff	Senior Vice President, Controller and Chief Accounting Officer