UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
||||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
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 Instruction 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:
| Title of class |
Trading Symbol(s) |
Name of Each Exchange On Which Registered | ||
| |
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 ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On July 18, 2022, the Organization and Compensation Committee of the Board of Directors of Public Service Enterprise Group Incorporated (PSEG) approved an amendment to PSEG’s Key Executive Severance Plan (KESP), effective as of July 18, 2022. The KESP amendment provides, among other things, that in the case of an involuntary termination other than for cause or termination in other specified circumstances (other than following a change in control), effective September 1, 2022, the President and CEO and, effective January 1, 2023, the Chair of the Board, President and CEO, will receive under the Cash payment provision of the KESP two (2.0) times the sum of the annual base salary and target bonus, in addition to the base salary through the date of termination to the extent not already paid. This KESP amendment amends Ralph LaRossa’s compensation and benefits that were previously reported on PSEG’s Form 8-K filed on April 19, 2022.
The foregoing description of the KESP amendment does not purport to be complete and is qualified in its entirety by reference to the amended KESP, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit 10.1 | Key Executive Severance Plan of Public Service Enterprise Group Incorporated | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
-2-
SIGNATURE
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.
| PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED | ||
| (Registrant) | ||
| By: | /s/ Rose M. Chernick | |
| ROSE M. CHERNICK | ||
| Vice President and Controller | ||
| (Principal Accounting Officer) | ||
Date: July 22, 2022
-3-