UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 2, 2022
(Exact Name of Registrant as Specified in Charter)
| Canada | 001-15254 | 98-0377957 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices) (Zip Code)
1-403-231-3900
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Shares | ENB | New York Stock Exchange | ||
| 6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078 | ENBA | New York Stock Exchange |
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:
| ☐ | 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 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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) amends Item 5.02 of Enbridge Inc.’s (“Enbridge” or the “Corporation”) Current Report on Form 8-K filed on October 4, 2022 (the “Original Form 8-K”). This Amendment should be read in conjunction with the Original Form 8-K. Except as set forth below, the Original Form 8-K remains unchanged.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 10, 2022, the Board of Directors (“Board”) of the Corporation approved the compensation for Greg Ebel, currently Board Chair, who will succeed Al Monaco effective January 1, 2023 as President and Chief Executive Officer of the Corporation. In his role as President and Chief Executive Officer, Mr. Ebel will receive a base salary of US$1,350,000 and will be eligible to earn an annual discretionary bonus under Enbridge’s Short Term Incentive Plan, with a target of 145% of his base salary. Mr. Ebel’s incentive target under Enbridge’s 2019 Long Term Incentive Plan will be 650% of his base salary, with a 60%/20%/20% split among performance stock units, restricted stock units and incentive stock options, respectively. Mr. Ebel will also participate in Enbridge’s senior management pension plan, a non-contributory defined benefit plan. In addition, Enbridge will provide Mr. Ebel with housing in Calgary on a temporary basis.
The Board has also approved compensation for Mr. Monaco, who will continue as an Enbridge employee in an advisory capacity from January 1, 2023 through June 30, 2023. Mr. Monaco will receive his current annualized base salary pro rata for such six-month period. Mr. Monaco will receive office, administrative and information technology support through the remainder of 2023 for transition purposes.
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 hereunto duly authorized.
| ENBRIDGE INC. (Registrant) | ||||||
| Date: December 15, 2022 | By: | /s/ Karen K.L. Uehara | ||||
| Karen K.L. Uehara | ||||||
| Vice President & Corporate Secretary (Duly Authorized Officer) | ||||||