Amended Current Report Filing (8-k/a)
July 19 2016 - 4:40PM
Edgar (US Regulatory)
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): July 19, 2016 (July 14, 2016)
Avangrid, Inc.
(Exact
name of registrant as specified in its charter)
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New York
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001-37660
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14-1798693
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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157 Church Street
New Haven, Connecticut
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06506
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(Address of principal executive offices)
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(Zip Code)
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(207) 688-6363
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note:
This Amendment No. 1 on Form 8-K/A (this Form 8-K/A) is an amendment to the Current Report on Form 8-K of Avangrid, Inc., filed July 19,
2016 (Original Form 8-K). This Form 8-K/A is being filed to correct the biographical information reported for Elizabeth Timm, a member of the Companys Board of Directors. No other changes were made to the Original Form 8-K.
Accordingly, Item 5.02 is amended by restating it in its entirety. References to the Exhibits in this Form 8-K/A are references to the Exhibits filed with the Original Form 8-K and incorporated by reference herein.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Board of Directors
On
July 14, 2016, the Board of Directors (the Board) of Avangrid, Inc. (the Company) increased the number of directors that constitute the Board from twelve to fourteen directors as permitted under the Companys
By-Laws. In addition, the Board voted to elect Felipe de Jesús Calderón Hinojosa and Elizabeth Timm as directors of the Company, effective immediately, to fill the vacancies on the Board created by the increase in the number of
directors. In connection with the election of the new directors, Carol L. Folt resigned as a member and the chair of the unaffiliated committee of the Board (the Unaffiliated Committee) and President Calderón was appointed to
serve as a member and the chair of the Unaffiliated Committee. Ms. Timm was appointed to serve on the audit and compliance committee of the Board (the Audit and Compliance Committee).
President Calderón, 53, served as the 56th President of Mexico from 2006 to 2012. Since 2012, President Calderón has served as
the Chair of The Global Commission on the Economy and Climate. President Calderón also serves a member of the Policy Advisory Council of the World Business Council for Sustainable Development, president of the Sustainable Human Development
Foundation, and as a member of the Board of Directors of the World Resources Institute. President Calderón has a law degree from the Escuela Libre de Derecho, a masters degree in economics from the Instituto Tecnológico
Autónomo de México (ITAM) and a masters degree in public administration from the John F. Kennedy School of Government at Harvard University.
Ms. Timm, 63, currently serves as the president of the Maine chapter of the International Womens Forum and president of the Board
of Directors of the Girl Scouts of Maine. She also serves as a member of the Boston Club and its corporate board committee, an advisory member of the Olympia Snowe Leadership Institute. Most recently she was a management and financial consultant for
RE/MAX By the Bay in Portland until December 2015. From 1998 until 2012, Ms. Timm served as the Maine Market President of the Bank of America (NYSE: BAC) and its predecessor company, Fleet Bank. Ms. Timm served as an independent director
of Avangrid Networks, Inc., a wholly-owned subsidiary of the Company, and chair of the audit and compliance committee of the board of directors of Avangrid Networks, Inc. from March 2015 until her election to the Board. Ms. Timm holds a
Bachelor of Arts degree in Psychology from the University of Maine and an M.B.A. in Business from the University of Southern Maine.
President Calderón and Ms. Timm will each receive a cash retainer of $55,000 for membership on the Board. President
Calderón will receive an additional cash retainer of $20,000 for his service as a member and Chair of the Unaffiliated Committee of the Board. Ms. Timm will receive an additional cash retainer of $10,000 for her service on the Audit and
Compliance Committee.
There are no arrangements or understandings between President Calderón and Ms. Timm and any other
person pursuant to which President Calderón and Ms. Timm were elected as a director of the Company.
On July 18, 2016,
the Company issued a press release announcing the election of President Calderón and Ms. Timm as new directors. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.
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Compensatory Plans
On July 14, 2016, the independent compensation forum of the Board and the Board approved a form of performance stock unit grant agreement
to be used in connection with grants of performance stock units under the Avangrid, Inc. Omnibus Incentive Plan. The form of performance stock unit grant agreement is attached hereto as Exhibit 10.1 and incorporated by reference.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Form of Performance Stock Unit Grant Agreement (incorporated by reference to Current Report on Form 8-K filed on July 19, 2016).
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99.1
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Press Release dated July 18, 2016 (incorporated by reference to Current Report on Form 8-K filed on July 19, 2016).
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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.
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AVANGRID, INC.
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By:
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/s/ R. Scott Mahoney
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Name:
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R. Scott Mahoney
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Title:
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Senior Vice President General Counsel, Secretary and Chief Compliance Officer
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Dated: July 19, 2016
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Exhibit Index
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Exhibit
No.
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Description
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10.1
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Form of Performance Stock Unit Grant Agreement (incorporated by reference to Current Report on Form 8-K filed on July 19, 2016).
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99.1
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Press Release dated July 18, 2016 (incorporated by reference to Current Report on Form 8-K filed on July 19, 2016).
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