Current Report Filing (8-k)
November 02 2022 - 4:43PM
Edgar (US Regulatory)
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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 earliest event reported) October 31, 2022
| | | | | | | | | | | | | | |
Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. | |
Commission File Number | Registrant, State of Incorporation or Organization, Address of Principal Executive Offices, Telephone Number, and IRS Employer Identification No. |
| | | | |
| 1-10764 | ENTERGY ARKANSAS, LLC | | 1-35747 | ENTERGY NEW ORLEANS, LLC |
| (a Texas limited liability company) 425 West Capitol Avenue Little Rock, Arkansas 72201 Telephone (501) 377-4000 | | | (a Texas limited liability company) 1600 Perdido Street New Orleans, Louisiana 70112 Telephone (504) 670-3700 |
| 83-1918668 | | | 82-2212934 |
| | | | |
| | | | |
| 1-32718 | ENTERGY LOUISIANA, LLC | | 1-34360 | ENTERGY TEXAS, INC. |
| (a Texas limited liability company) 4809 Jefferson Highway Jefferson, Louisiana 70121 Telephone (504) 576-4000 | | | (a Texas corporation) 2107 Research Forest Drive The Woodlands, Texas 77380 Telephone (409) 981-2000 |
| 47-4469646 | | | 61-1435798 |
| | | | |
| | | | |
| 1-31508 | ENTERGY MISSISSIPPI, LLC | | | |
| (a Texas limited liability company) 308 East Pearl Street Jackson, Mississippi 39201 Telephone (601) 368-5000 | | | |
| 83-1950019 | | | |
| | | | |
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.):
☐ 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 Class | Trading
Symbol | Name of Each Exchange
on Which Registered |
| | | |
| Entergy Arkansas, LLC | Mortgage Bonds, 4.875% Series due September 2066 | EAI | New York Stock Exchange |
| | | | |
| Entergy Louisiana, LLC | Mortgage Bonds, 4.875% Series due September 2066 | ELC | New York Stock Exchange |
| | | | |
| Entergy Mississippi, LLC | Mortgage Bonds, 4.90% Series due October 2066 | EMP | New York Stock Exchange |
| | | | |
| Entergy New Orleans, LLC | Mortgage Bonds, 5.0% Series due December 2052 | ENJ | New York Stock Exchange |
| Mortgage Bonds, 5.50% Series due April 2066 | ENO | New York Stock Exchange |
| | | | |
| Entergy Texas, Inc. | 5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) | ETI/PR | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of October 31, 2022, Andrew S. Marsh resigned his position as a member of the Board of Directors (the “Board”) of Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC, Entergy New Orleans, LLC and Entergy Texas, Inc. (together, the “Utility Operating Companies”). Effective November 1, 2022 (the “Effective Date”), Kimberly A. Fontan was elected to the Boards of Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC and Entergy Texas, Inc. to fill the vacancy created on each such Board by Mr. Marsh’s resignation. In connection with Mr. Marsh’s resignation, the size of Entergy New Orleans, LLC’s Board was decreased to three (3) members.
Also on the Effective Date, Ms. Fontan (49) and Mr. Jackson (56) were elected Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO)”), respectively, by the Boards of each of the Utility Operating Companies. Prior to the Effective Date, Ms. Fontan served as the Senior Vice President and Chief Accounting Officer of each of the Utility Operating Companies, a position she held since 2019. Prior to serving in that role, Ms. Fontan served as Vice President, System Planning of Entergy Services, LLC (“ESL”). Mr. Jackson served as ESL’s Vice President, Internal Audit and General Auditor, a position he held from 2020 to the Effective Date, and prior to serving in that role, Mr. Jackson served as ESL’s Director, Real Estate and Security.
Ms. Fontan and Mr. Jackson will not receive any compensation for serving as CFO and CAO of the Utility Operating Companies, nor will Ms. Fontan receive any compensation for serving in her role as a director of Entergy Arkansas, LLC, Entergy Louisiana, LLC, Entergy Mississippi, LLC and Entergy Texas, Inc. There are no arrangements or understandings between Ms. Fontan or Mr. Jackson and any other person pursuant to which she or he will be appointed to serve in their new roles, nor do they have a direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between them and any director or executive officer of the Utility Operating Companies.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
Exhibit No. | Description |
104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
Entergy Arkansas, LLC
Entergy Louisiana, LLC
Entergy Mississippi, LLC
Entergy New Orleans, LLC
Entergy Texas, Inc.
By: /s/ Marcus V. Brown
Marcus V. Brown
Executive Vice President and
General Counsel
Dated: November 2, 2022
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