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): June 13, 2023
OLD DOMINION ELECTRIC COOPERATIVE
(Exact name of Registrant as Specified in Its Charter)
| | |
Virginia | 000-50039 | 23-7048405 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | |
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):
| |
☐ | 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. ☐
.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
(a) On June 13, 2023, the Code of Ethics of Old Dominion Electric Cooperative ("ODEC") was amended, with an effective date to be determined later in 2023 after training on the Code of Ethics for ODEC's staff and board members has occurred. Previously, there were two separate policies - a Code of Ethics for members of the board of directors and senior management and a Code of Ethics for ODEC employees. These two policies have been merged into one policy.
Other material changes to the Code of Ethics include:
•additional language to address potential conflicts of interest and the handling of business opportunities presented to ODEC;
•addition of a Lobbying Activities and Political Contributions section;
•addition of an Antitrust and Competition Laws section; and
•addition of an Equal Opportunity and Harassment section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The Exhibit listed below is being furnished with this Form 8-K.
2
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.
| | | |
| | OLD DOMINION ELECTRIC COOPERATIVE |
| | | Registrant |
|
|
|
|
Date: June 15, 2023 |
| | /s/ Bryan S. Rogers |
|
|
| Bryan S. Rogers |
|
|
| Senior Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
3
