true 0001634997 0001634997 2023-07-05 2023-07-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2023 (July 5, 2023)

 

 

Avangrid, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

New York   001-37660   14-1798693

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification No.)

 

180 Marsh Hill Road

Orange, Connecticut

     06477
(Address of principal executive offices)     (Zip Code)

(207) 629-1190

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(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:

 

☐

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 each class

   

Trading

Symbol(s)

   

Name of each exchange

on which registered

Common Stock    AGR    New York Stock Exchange

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 Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K of Avangrid, Inc. (the “Corporation”) filed with the U.S. Securities and Exchange Commission on July 10, 2022 (the “Original Form 8-K”), which, among other things, reported the appointment of Justin Lagasse to serve as Interim Chief Financial Officer of the Corporation. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide the information called for by Item 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-K.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2023, Scott Tremble notified the Corporation of his intention to step down as Senior Vice President – Controller of Avangrid, Inc. (the “Corporation) effective September 8, 2023. Justin Lagasse was named Interim Controller (the Corporation’s principal accounting officer) commencing effective July 7, 2023. On July 18, 2023, the Board, upon the recommendation of its Compensation and Nominating Committee, approved the appointment of Justin Lagasse as Senior Vice President – Controller.

Mr. Lagasse, 35, currently serves as Vice President – Chief Accounting Officer of Avangrid Management Company, LLC, a wholly-owned subsidiary of the Corporation, since September 2021 and previously served as Director of Technical Accounting of Avangrid Management Company, LLC from September 2017 until 2021. Prior to joining the Corporation, Mr. Lagasse served as Assurance Director of BDO USA, LLP from August 2012 until September 2017 and as Assurance Senior at Berry Dunn from January 2008 until July 2012. Mr. Lagasse received a Bachelor in Science degree in accounting and Masters of Business Administration of from Thomas College and is a Certified Public Accountant. Mr. Lagasse does not have any family relationships with any director or executive officer of the Corporation and there are no transactions between Mr. Lagasse, on the one hand, and the Corporation, on the other hand, that would be reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

In connection with his service as Senior Vice President – Controller of the Corporation, Mr. Lagasse will receive an annual base salary of $355,000.00, subject to annual review. Mr. Lagasse will be eligible to participate in the Corporation’s Executive Variable Pay (“EVP”) Plan with an annual incentive target equal to 40% of his annual base salary and a maximum incentive opportunity of 80% of his annual base salary. Mr. Lagasse will continue to be eligible to participate in the Corporation’s 2023 – 2025 Long-Term Incentive Plan and will receive a grant of 20,000 performance share units with respect to the 2023 – 2025 performance period. He will also be eligible to participate in the Corporation’s other employee benefit and welfare plans and arrangements on the same terms as the Corporation’s other executive officers.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
Number		    Description
10.1    Offer Letter, dated July 18, 2023, between Justin Lagasse and Avangrid Management Company, LLC.
104    Cover page in Inline XBRL format

 

2

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.

 

AVANGRID, INC.
By:  

/s/ R. Scott Mahoney

Name:   R. Scott Mahoney
Title:   Senior Vice President – General Counsel and Corporate Secretary

Dated: July 21, 2023

 

3

Exhibit 10.1

 

LOGO

July 18, 2023

Dear Justin,

Job Title: Controller - Avangrid

Company: Avangrid Management Company

Work Location: Maine, CT

Work Type: Office

Start Date: July 7th, 2023

Congratulations, subject to approval by the Avangrid Board of Directors, I am delighted to offer you this position based on your successful career at Avangrid to date

This is an important stage in the growth of our company and you will play a pivotal role in our journey as part of Avangrid and the Iberdrola family. Please review the details of the employment offer below:

 

Salary and Benefits
 
Compensation: USD $355,000.00 YEARLY paid in bi-weekly installments.
 
Annual Incentive Plan: You will continue to to participate in the Executive Variable Pay Plan (EVP), per the plan terms, with a target opportunity of 40% of your base salary (maximum of 80%) prorated from your month of hire.
 

LTIP: You are eligible to participate in the Avangrid Long Term Incentive Plan (LTIP) and will receive 20,000 shares for the 2023-25 performance period.

 

AVANGRID and its affiliates (the “Company”) follow the “Employment-at-Will” principle of employment, which provides you and your employer each the opportunity to end the employment relationship at any time, except for unlawful reasons.    

I look forward toworking with you as part of the Avangrid Management Committee and Senior Leadership Team.

Sincerely,

Pedro Azagra

CEO Avangrid

By signing below I acknowledge that I accept this offer of employment.    

 

Print name:   Signature:   Date:
Justin B. Lagasse   . LOGO   July 20, 2023

 

Page 1 of 1