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): December 3, 2024
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.) |
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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):
☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On December 3, 2024, ODEC entered into a severance agreement with Kirk D. Johnson to set forth their agreement on the terms of Mr. Johnson's previously disclosed end of employment at ODEC effective November 5, 2024. The severance agreement is subject to a seven day revocation period and will be effective December 10, 2024, as long as Mr. Johnson does not revoke his assent during the revocation period. The severance agreement provides for a total severance payment of $387,759, less applicable tax withholdings, payable in two parts - a payment totaling one-month of Mr. Johnson's annual salary in December 2024 and the remaining amount paid in a lump sum in January 2025. The severance agreement includes a customary release of claims by Mr. Johnson in favor of ODEC and certain customary restrictive covenants, including confidentiality and nondisclosure covenants, and covenants not to compete with ODEC for one year following his last date of employment. The foregoing summary of the severance agreement is qualified in its entirety by reference to the full text of the severance agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| OLD DOMINION ELECTRIC COOPERATIVE | ||
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| Registrant |
Date: December 9, 2024 |
| /s/ Bryan S. Rogers | |
Bryan S. Rogers | |||
Senior Vice President and Chief Financial Officer | |||
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| (Principal Financial Officer) |
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