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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) | May 5, 2023 |
|
| Entergy Corporation |
| (Exact name of registrant as specified in its charter) |
|
| Delaware | 1-11299 | 72-1229752 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | | |
639 Loyola Avenue, New Orleans, Louisiana | 70113 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (504) 576-4000 |
|
| (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 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 | Name of Each Exchange
on Which Registered |
| | |
Common Stock, $0.01 Par Value | ETR | New York Stock Exchange |
Common Stock, $0.01 Par Value | ETR | NYSE Chicago, Inc. |
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 May 5, 2023, Entergy Corporation (“Entergy” or the “Company”) held its 2023 Annual Meeting of Shareholders (“Annual Meeting”). At the Annual Meeting, Entergy’s shareholders, upon the recommendation of the Board of Directors (the “Board”), approved an amendment (the “Plan Amendment”) to the 2019 Entergy Corporation Omnibus Incentive Plan (the “Plan”) to increase the aggregate number of shares available for grant or award under the Plan and also to extend the term of the Plan.
The Plan initially reserved 7,300,000 shares of Common Stock. The Plan Amendment will increase the aggregate number of shares available for grant or award under the Plan by 4,900,000 shares. As a result, the total amount of Common Stock authorized for issuance under the Plan will be 12,200,000.
The Plan initially provided that no award may be granted under the Plan after February 1, 2029. The Plan Amendment will extend the term of the Plan by approximately four years to provide that Awards may be granted under the Plan until January 27, 2033.
A more detailed summary of the Plan and the reasons for the Amendment can be found in Entergy’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) under the heading “Proposal 5 - Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan,” which was filed with the Securities and Exchange Commission (“SEC”) on March 24, 2023. The foregoing description of the Plan Amendment is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as an exhibit to this current report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders: 1) elected the 12 directors nominated by the Company’s Board of Directors to serve until the 2024 Annual Meeting of Shareholders and until their successors are elected and qualified; 2) ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023; 3) approved an advisory resolution to approve named executive officer compensation; 4) approved an advisory resolution to hold future advisory votes on named executive officer compensation every year; 5) approved an amendment to the 2019 Entergy Corporation Omnibus Incentive Plan; and 6) approved an amendment to Entergy’s Restated Certificate of Incorporation to include the exculpation of officers. The proposals are further described in Entergy’s Proxy Statement.
The table below sets forth the number of votes cast for and against, and the number of abstentions and broker non-votes, for each matter voted upon by the Company's shareholders.
Proposal 1 – Election of Directors
| | | | | | | | | | | | | | |
| Nominee | Voted For | Voted Against | Abstentions | Broker Non-Votes |
| Gina F. Adams | 172,841,203 | 1,035,404 | 390,659 | 13,395,163 |
| John H. Black | 173,256,900 | 629,388 | 380,978 | 13,395,163 |
| John R. Burbank | 172,838,122 | 1,064,182 | 364,962 | 13,395,163 |
| Patrick J. Condon | 172,336,524 | 1,558,124 | 372,618 | 13,395,163 |
| Kirkland H. Donald | 173,193,116 | 726,175 | 347,975 | 13,395,163 |
| Brian W. Ellis | 171,307,508 | 2,606,780 | 352,978 | 13,395,163 |
| Philip L. Frederickson | 172,892,222 | 983,692 | 391,352 | 13,395,163 |
| M. Elise Hyland | 172,863,361 | 1,047,888 | 356,017 | 13,395,163 |
| Stuart L. Levenick | 161,496,529 | 12,406,973 | 363,764 | 13,395,163 |
| Blanche L. Lincoln | 170,106,800 | 3,743,591 | 416,875 | 13,395,163 |
| Andrew S. Marsh | 167,395,528 | 5,927,915 | 943,823 | 13,395,163 |
| Karen A. Puckett | 170,243,076 | 3,690,384 | 333,806 | 13,395,163 |
Proposal 2 – Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accountants for 2023
| | | | | | | | |
| Voted For | Voted Against | Abstentions |
| 180,086,726 | 7,256,087 | 319,616 |
Proposal 3 – Advisory Vote on Named Executive Officer Compensation
| | | | | | | | | | | |
| Voted For | Voted Against | Abstentions | Broker Non-Votes |
| 165,266,411 | 8,397,800 | 603,055 | 13,395,163 |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation
| | | | | | | | | | | | | | |
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| 171,856,387 | 274,884 | 1,532,090 | 603,905 | 13,395,163 |
Consistent with the recommendation of the Board and the votes of Entergy’s shareholders, Entergy intends to hold future advisory votes on the compensation of its named executive officers (or “Say-On-Pay”) annually until it next holds an advisory vote on the frequency of Say-On-Pay votes as required under SEC rules.
Proposal 5 – Approval of an Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan
| | | | | | | | | | | |
| Voted For | Voted Against | Abstentions | Broker Non-Votes |
| 165,695,465 | 7,925,884 | 645,917 | 13,395,163 |
Proposal 6 – Approval of an Amendment to Entergy’s Restated Certificate of
Incorporation to Include Exculpation of Officers
| | | | | | | | | | | |
| Voted For | Voted Against | Abstentions | Broker Non-Votes |
| 146,903,498 | 26,475,880 | 887,888 | 13,395,163 |
Item 8.01 Other Events.
At the Annual Meeting, an amendment to Entergy’s Restated Certificate of Incorporation was approved by the Company’s shareholders to limit the liability of certain officers in limited circumstances under Section 102(b)(7) of the Delaware General Corporation Law (the “Charter Amendment”).
A more detailed summary of the scope and the reasons for the Charter Amendment can be found in Entergy’s Proxy Statement under the heading “Proposal 6 – Approval of an Amendment to Entergy’s Restated Certificate of Incorporation to Include the Exculpation of Officers.” The Company filed a Certificate of Amendment of Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 9, 2023. The aforementioned description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this current report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
| Exhibit No. | Description |
| 3.1(i) | |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| | | | | |
| Entergy Corporation |
| By: /s/ Marcus V. Brown |
| Marcus V. Brown Executive Vice President and General Counsel |
| |
| |
| Dated: May 10, 2023 | |
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ENTERGY CORPORATION
Entergy Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware (the “Certificate of Incorporation”).
2.Article Eighth, Section A of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
A. To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer.
Any repeal or modification of this Section A of Article EIGHTH shall not have any effect on the liability or alleged liability of any director or officer of this Corporation for any act or omission of such director or officer occurring prior to such repeal or modification, or otherwise adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification. For purposes of this Section A of Article EIGHTH, “officer” shall have the meaning provided in Section 102(b)(7) of the General Corporation Law of the State of Delaware, as it presently exists or may hereafter be amended from time to time.
3.This amendment was duly adopted in accordance with the provisions of Sections 242 of the DGCL.
4.All other provisions of the Certificate of Incorporation shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on this 9th day of May, 2023.
ENTERGY CORPORATION
By: /s/ Marcus V. Brown
Name: Marcus V. Brown
Title: Executive Vice President and General Counsel (Authorized Officer)
AMENDMENT NO. 1 TO THE
2019 ENTERGY CORPORATION OMNIBUS INCENTIVE PLAN
This Amendment No. 1 (“Amendment”) to the 2019 Entergy Corporation Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), is made this 5th day of May, 2023. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Plan.
WHEREAS, Section 13 of the Plan permits the Board to amend the Plan, subject, in the case of amendments requiring shareholder approval under the rules of any securities exchange on which the Common Stock may then be listed, to the approval by the Company’s shareholders of such amendment;
WHEREAS, on January 27, 2023, the Board approved an amendment to the Plan to increase the number of shares of Common Stock available for grant under the Plan and to extend the term of the Plan, subject to the approval by the Company’s shareholders; and
WHEREAS, this Amendment was submitted for approval to, and was approved by, the Company’s shareholders at the 2023 Annual Meeting of the Shareholders on May 5, 2023 (the “Effective Date”).
NOW, THEREFORE, pursuant to Section 13 of the Plan, the Plan is hereby amended as follows, effective as of the Effective Date:
1. Section 4(a) of the Plan is amended and restated to read in its entirety as follows:
“Subject to Section 5, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be equal to 12,200,000 shares; provided that shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.”
2. Section 20 of the Plan is amended and restated to read in its entirety as follows:
“No Award shall be granted pursuant to the Plan on or after January 27, 2033, but Awards theretofore granted may extend beyond that date.”
3. Except as expressly amended by this Amendment, all terms and conditions of the Plan shall remain in full force and effect. This Amendment shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of laws.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Amendment to the 2019 Entergy Corporation Omnibus Incentive Plan, effective as of the Effective Date.
ENTERGY CORPORATION
By: /s/ Kathryn Collins
Name: Kathryn Collins
Title: Senior Vice President and Chief Human Resources Officer