| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Shareholders, held on April 20, 2021 (the “Annual Meeting”), the Stockholders of the Public Service Enterprise Group Incorporated (“PSEG”), upon the recommendation of the Board of Directors (the “Board”), approved the Public Service Enterprise Group Incorporated 2021 Long-Term Incentive Plan (the “2021 LTIP”) which replaces the Public Service Enterprise Group Incorporated 2004 Long-Term Incentive Plan.
The 2021 LTIP will be administered by the Organization and Compensation Committee of the Board (the “Committee”) or a designee thereof, and will enable the Committee to provide equity and incentive compensation to officers and other key employees of PSEG and its subsidiaries. Pursuant to the 2021 LTIP, PSEG may grant equity-based compensation in the form of stock options, stock appreciation rights (“SARs”), restricted share awards, restricted stock units, performance stock units, performance shares or any combination thereof, in each case for the purpose of providing our officers, and other key employees, incentives and rewards for superior performance upon terms and conditions as further described in the 2021 LTIP. The 2021 LTIP will expire on April 20, 2031.
Subject to adjustment as described in the 2021 LTIP share counting rules, the total number of shares of PSEG common stock that are available for awards under the 2021 LTIP is 8,000,000. The aggregate number of shares available under the 2021 LTIP will be reduced by one share of common stock for every one share subject to an award granted under the 2021 LTIP, provided that any shares related to awards that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance, excluding shares withheld for tax obligations, of such shares, or are settled in cash in lieu of shares, shall be available again for grant under the 2021 LTIP.
The 2021 LTIP provides for a double trigger accelerated vesting for employees following a change in control, establishes a one-year minimum vesting period for awards and includes a requirement that all awards are subject to the “clawback” policy adopted by our Board. It also provides that no underwater stock options or SARs will be repriced without shareholder approval and that no stock options or SARs will be granted with an exercise price less than the fair market value of our common stock on the date of grant. This summary of the 2021 LTIP is qualified in its entirety by reference to the full text of the 2021 LTIP, which is attached hereto as Exhibit 99.1. A more detailed summary of the 2021 LTIP can be found in the PSEG’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission (“SEC”) on March 15, 2021.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, proxies were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.
All of management’s nominees were elected to the Board of Directors.
The advisory vote on executive compensation was approved.
The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified.
The 2021 Equity Compensation Plan for Outside Directors was approved.
The 2021 Long-Term Incentive Plan was approved.
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