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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 4, 2022 (May 4, 2022)

 

Commission

File Number

Registrant; State of Incorporation

Address; and Telephone Number

I.R.S. Employer

Identification No.

     
1-5324

EVERSOURCE ENERGY

(a Massachusetts voluntary association)

300 Cadwell Drive

Springfield, Massachusetts 01104

Telephone: (800) 286-5000  

 04-2147929
     
0-00404

THE CONNECTICUT LIGHT AND POWER COMPANY

(a Connecticut corporation)

107 Selden Street

Berlin, Connecticut 06037-1616

Telephone: (800) 286-5000  

 06-0303850
     
1-02301

NSTAR ELECTRIC COMPANY

(a Massachusetts corporation)

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (800) 286-5000

 04-1278810
     
1-6392

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

(a New Hampshire corporation)

Energy Park

780 North Commercial Street

Manchester, New Hampshire 03101-1134

Telephone: (800) 286-5000  

 02-0181050

 

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 (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:
Registrant Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Eversource Energy

Common Shares, $5.00 par value per share

 ES New York Stock Exchange
The Connecticut Light and Power Company None N/A N/A
NSTAR Electric Company None N/A N/A
Public Service Company of New Hampshire None N/A N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

 

Emerging growth

company

Eversource Energy ¨
The Connecticut Light and Power Company ¨
NSTAR Electric Company ¨
Public Service Company of New Hampshire ¨

 

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.

 

Eversource Energy ¨
The Connecticut Light and Power Company ¨
NSTAR Electric Company ¨
Public Service Company of New Hampshire ¨

 

 

 

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THE CONNECTICUT LIGHT_Pre-commencement communications pursuant ¨
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NSTAR ELECTRIC_Written communications ¨
NSTAR ELECTRIC_Soliciting material pursuant to ¨
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Section 2Financial Information
  
Item 2.02Results of Operations and Financial Conditions.

 

On May 4, 2022, Eversource Energy (the “Company”) issued a news release announcing its unaudited results of operations for the three months ended March 31, 2022 and related financial information for certain of its subsidiaries as of and for the same period. A copy of the news release and related unaudited financial reports are attached as Exhibits 99.1 and 99.2, and are incorporated herein by reference thereto.

 

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended (the “Securities Act”), unless specified otherwise.

 

Section 5 Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 4, 2022, the Company announced that Philip J. Lembo is retiring as Executive Vice President and Chief Financial Officer as part of the Company’s leadership succession plan and that John M. Moreira, the Company’s Senior Vice President–Finance and Regulatory and Treasurer, has been elected as Executive Vice President, Chief Financial Officer and Treasurer, effective today.

 

Mr. Lembo, 66, who has served as the Company’s Chief Financial Officer since May 2016, will continue to serve the Company until later this year as a Senior Strategic Advisor, focusing on strategic options for Eversource’s offshore wind investments.

 

Mr. Moreira has served as Senior Vice President-Finance and Regulatory and Treasurer of Eversource Energy, The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire, Yankee Gas Services Company and Eversource Energy Service Company since September 12, 2018. Previously, Mr. Moreira served as Vice President of Financial Planning and Analysis of Eversource Energy Service Company from March 10, 2015 until September 12, 2018.

 

It is anticipated Mr. Moreira will also be elected as Executive Vice President, Chief Financial Officer and Treasurer, and a Director of each of The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire, Yankee Gas Services Company and Eversource Energy Service Company later this month.

 

In connection with Mr. Moreira’s election as the Company’s Executive Vice President, Chief Financial Officer and Treasurer on May 4, 2022, his base annual salary will be increased to $625,000, his target award level under the Annual Incentive Plan will be increased to 80 percent of base salary and his target award level under the Long-Term Incentive Program will be increased to 220 percent of base salary.

 

 

 

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

(a)          On May 4, 2022, the Company held its 2022 Annual Meeting.

 

(b)         Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated March 25, 2022. On March 9, 2022, the record date for the Annual Meeting, there were 344,746,087 common shares outstanding and entitled to vote. At the Annual Meeting, 300,178,042 common shares were represented, in person or by proxy, constituting a quorum.

 

(1)         Election of Trustees. The shareholders elected each of the 12 nominees to the Board of Trustees for a one-year term by a majority of the outstanding common shares:

 

Trustee  For  

 

Against

   Abstained  

Broker

Non-Votes

 
Cotton M. Cleveland   245,076,673    25,097,789    929,296    29,074,283 
James S. DiStasio   266,290,091    3,854,960    958,708    29,074,283 
Francis A. Doyle   266,092,382    4,008,354    1,003,022    29,074,283 
Linda Dorcena Forry   262,952,218    7,231,803    919,738    29,074,283 
Gregory M. Jones   268,734,639    1,563,549    805,570    29,074,283 
James J. Judge   262,935,157    7,394,228    774,373    29,074,283 
John Y. Kim   267,649,292    2,515,799    938,667    29,074,283 
Kenneth R. Leibler   258,098,396    12,009,865    995,498    29,074,283 
David H. Long   260,905,624    9,183,330    1,014,804    29,074,283 
Joseph R. Nolan, Jr.   268,100,845    2,300,960    701,953    29,074,283 
William C. Van Faasen   258,542,801    11,596,925    964,032    29,074,283 
Frederica M. Williams   262,154,592    8,032,743    916,423    29,074,283 

 

(2)       The shareholders approved, on an advisory basis, the compensation of the Company’s 2021 Named Executive Officers:

 

For   Against   Abstained   Broker Non-Votes 
 248,319,200    20,796,082    1,988,476    29,074,283 

 

(3)       The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022:

 

For   Against   Abstained   Broker Non-Votes 
 287,129,599    12,034,973    1,013,470    0 

 

Item 7.01Regulation FD Disclosure.

 

On May 5, 2022, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the Company’s financial performance through the first quarter of 2022. The webcast will be accessible from the Investors section of the Eversource Energy website at www.eversource.com. Attached as Exhibit 99.3 and incorporated herein by reference are the slides to be discussed by Eversource Energy during the conference call.

 

The information contained in this Item 7.01, including Exhibit 99.3, shall not be deemed “filed” with the SEC nor incorporated by reference into any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act, unless specified otherwise.

 

 

 

 

Section 9 Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit

Number

 Description
99.1 News Release of Eversource Energy dated May 4, 2022.
99.2 Financial Report for the three months ended March 31, 2022.
99.3 May 5, 2022 presentation slides.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

EVERSOURCE ENERGY

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

(Registrants)

   
May 4, 2022 By: /s/ Jay S. Buth
    Jay S. Buth
    Vice President, Controller and Chief Accounting Officer

 

 

 

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