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 29, 2018
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)) |
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 1.01 Entry into a Material Definitive Agreement
In connection with the appointment of Mr. Bryan S. Rogers to be our Senior Vice President and Chief Financial Officer effective July 1, 2018, as described in Item 5.02 (c) below, we entered into an employment letter with Mr. Rogers. The employment letter provides that he will receive a salary of $280,000 annually beginning July 1, 2018. The employment letter states that Mr. Rogers’ employment is on an “at-will” basis. See Exhibit 10.1 attached to this filing. Mr. Rogers also will continue to be entitled to participate in benefit plans generally available to most employees.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(c) On June 29, 2018, Mr. Bryan S. Rogers, a certified public accountant, was promoted to the position of Senior Vice President and Chief Financial Officer, effective July 1, 2018. Mr. Rogers joined Old Dominion Electric Cooperative in 1996 and most recently served as Vice President and Controller from April 2007 to June 2018. He previously served as Assistant Controller from February 2005 to March 2007; Manager of Power Supply Accounting from May 2003 to January 2005; as Supervisor of Power Supply Accounting from April 2002 to April 2003; as Senior Accountant from October 2000 to March 2002; and as an Accountant from August 1996 to September 2000. Mr. Rogers is replacing Mr. Robert L. Kees, who retired on June 30, 2018.
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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 |
| | | Registrant |
| | | |
Date: July 3, 2018 | | | /s/ Marcus M. Harris |
| | | Marcus M. Harris |
| | | President and Chief Executive Officer |
| | | (Principal Executive Officer) |
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