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 Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2023
OLD DOMINION ELECTRIC COOPERATIVE
(Exact name of Registrant as Specified in Its Charter)
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Virginia | 000-50039 | 23-7048405 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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4201 Dominion Boulevard Glen Allen, Virginia |
| 23060 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(804) 747-0592
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 Instructions A.2. below):
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☐ | 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: NONE
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On April 11, 2023, we received notice from Mr. Cary J. Logan, Jr., that in conjunction with his resignation from Prince George Electric Cooperative, he will resign from our board of directors, effective April 30, 2023.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
(a) On April 11, 2023, the Bylaws of Old Dominion Electric Cooperative were amended with an effective date of April 11, 2023. There were two material changes that relate to Section 4.03 Qualifications for directors and Section 5.08 Voting; Issues Reserved for Supermajority Voting. Section 4.03 Qualifications was amended to include the requirements that a director must meet all the qualifications for the position he or she currently holds at the Class A member, have the authority to act on behalf of the Class A member, and support the principles underlying cooperative business and governance models and the Class A Member's membership in Old Dominion Electric Cooperative. Section 5.08 Voting; Issues Reserved for Supermajority Voting was updated to include any amendments to the board policy that governs Old Dominion Electric Cooperative's rate and obligation to serve the power requirements of load that exists outside current certificated service areas in the enumerated items that require an affirmative vote of greater than two-thirds of all directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The Exhibit listed below is being furnished with this Form 8-K.
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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 thereunto duly authorized.
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| | OLD DOMINION ELECTRIC COOPERATIVE |
| | | Registrant |
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Date: April 14, 2023 |
| | /s/ Bryan S. Rogers |
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| Bryan S. Rogers |
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| Senior Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
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