Current Report Filing (8-k)
04 Maio 2018 - 5:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 1, 2018
VISTRA ENERGY CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-38086
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36-4833255
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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6555 Sierra Drive
Irving, TX
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75039
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(Address of principal executive offices)
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(Zip Code)
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(214)
812-4600
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.l4a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR 240.
14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
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Item 5.02. Departure for Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2018, the board of directors (the Board) of Vistra
Energy Corp. (the Company) approved and entered into an Amended and Restated Employment Agreement (the Amendment), dated May 1, 2018 (the Effective Date), by and between the Company and Curtis A. Morgan.
Pursuant to the Amendment, Mr. Morgans employment agreement with the Company will be extended for an additional term that ends on May 1, 2022, and thereafter, the Amendment provides for automatic
one-year
extensions, unless either the Company or Mr. Morgan gives 60 days prior written notice electing not to extend the Amendment.
The foregoing summary highlights certain information contained in the Amendment. It does not contain all the information that may be important
to you and is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 1, 2018, at the Companys 2018 Annual Meeting of Stockholders (the 2018 Annual Meeting), the Companys
stockholders approved the proposals listed below. The final voting results regarding each proposal are set forth in the following tables.
The Election
of Directors
Proposal One The Election of Directors if Merger Closed Prior to Annual Meeting.
Given that the merger between the
Company and Dynegy Inc. (the Merger) closed on April 9, 2018 (the Closing Date), and such Closing Date was prior to the 2018 Annual Meeting, Proposal One was the relevant proposal for the election of directors.
Accordingly, Proposal Two, which would have only applied if the Closing Date was subsequent to the 2018 Annual Meeting, has no effect. Voting results for Proposal One were as follows:
Hilary E. Ackermann:
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For
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Abstain
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Broker
Nonvotes
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372,910,965
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204,850
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11,428,661
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Brian K. Ferraioli:
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For
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Abstain
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Broker
Nonvotes
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345,702,675
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27,413,140
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11,428,661
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Jeff D. Hunter:
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For
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Abstain
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Broker
Nonvotes
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343,069,024
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30,046,791
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11,428,661
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As a result, Hilary E. Ackermann, Brian K. Ferraioli, and Jeff D. Hunter were elected to the Board.
Proposal Three Approval, on an Advisory Basis, of Named Executive Officer Compensation
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Voting results were as follows:
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For
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Against
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Abstain
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Broker
Nonvotes
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370,638,138
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2,424,970
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52,707
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11,428,661
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As a result, the compensation of the named executive officers was approved on an advisory basis.
Proposal Four Approval, on an Advisory Basis, of the Frequency of Future Advisory Votes on Named
Executive Officer Compensation
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Voting results were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Nonvotes
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372,356,814
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128,487
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611,174
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19,340
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11,428,661
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As a result, the frequency of one year for future advisory votes on named executive officer compensation was approved on an
advisory basis.
Proposal Five Ratification of the Selection of Deloitte
& Touche LLP as the
Companys Independent Registered Public Accounting Firm for the Year Ended December
31, 2018
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Voting results were as follows:
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For
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Against
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Abstain
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382,948,536
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1,586,978
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8,962
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As a result, the Companys selection of Deloitte & Touche LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2018 was ratified.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following exhibit is filed in accordance with the provisions of Item 601 of Regulation
S-K:
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.
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Vistra Energy Corp.
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Dated: May 4, 2018
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/s/ Stephanie Zapata Moore
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Name:
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Stephanie Zapata Moore
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Title:
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Executive Vice President and General Counsel
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