UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) May 23, 2019 (May 17, 2019)
CHUGACH ELECTRIC ASSOCIATION, INC.
(Exact name of registrant as specified in its charter)
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Alaska | 33-42125 | 92-0014224 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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5601 Electron Drive, Anchorage, AK | 99518 |
(Address of Principal’s Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (907) 563-7494 |
(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:
☐Written communication 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: None
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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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. ☐
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Chugach Electric Association, Inc.’s (“Chugach”) annual membership meeting was held on May 21, 2019. One board member was re-elected and one appointed board member was elected. The total members of record was 69,320. Out of 6,719 ballots cast, current board members Bettina Chastain and Harold Hollis were elected to four-year terms, which will expire in May 2023.
None of the directors were elected pursuant to any arrangement or understanding with any other parties.
There were no material plans, contracts or arrangements to which any director is a party in connection with the election nor was there any grant or award to any director in connection with the election.
On May 22, 2019, Directors Bettina Chastain, Susan Reeves, Rachel Morse and Stuart Parks were re-elected by the sitting board as Chair, Vice Chair, Treasurer and Secretary, respectively. Additionally, there were no changes to the chairs or members of the Audit and Finance Committee, Operations Committee and Governance Committee.
None of the directors have family relationships with any current director, director nominee, or executive officer of Chugach, and there were no transactions or proposed transactions, to which Chugach is a party, or intended to be a party, in which any director has or will have a material interest, subject to disclosure under Item 404(a) of Regulation S-K.
(e) On May 17, 2019, Chugach’s Chief Executive Officer (“CEO”) authorized a performance payment to each of the named executive officers, excluding the CEO, equivalent to 15% of his/her annual base salary.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year
There were two proposed bylaw amendments before the membership at the annual meeting on May 21, 2019. The first modified residency intention qualifications of members to be eligible for the board of directors. The second expanded the compensation of the board of directors to include up to twenty (20) days of attendance at conferences or educational seminars. Both proposals passed.
Item 9.01 – Financial Statements and Exhibits
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: May 23, 2019 | | | CHUGACH ELECTRIC ASSOCIATION, INC. |
| | By: | /s/ Lee D. Thibert |
| | | Lee D. Thibert |
| | | Chief Executive Officer |
