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): December 8, 2022 (December 6, 2022)
 
EVERSOURCE ENERGY
(Exact name of registrant as specified in its charter)
 
Massachusetts	 	001-05324	 	04-2147929	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
 
300 Cadwell Drive, Springfield, Massachusetts, 01104	
(Address of principal executive offices, including zip code)
 
(800) 286-5000
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 (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:
 
Title of each class	 	Trading Symbol(s)	 	Name of each exchange on which 
registered	
Common Shares, $5.00 par value per share	 	ES	 	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 the chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of the 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. ¨

 

 

Section 5	Corporate Governance and Management	
 
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
 
(d)       On December 6, 2022, at a meeting of the Board of Trustees (the “Board”) of Eversource Energy (the “Company”), the Board elected Loretta D. Keane to serve as a Trustee, effective January 1, 2023. The Board also appointed Ms. Keane to serve as Vice Chair of the Audit Committee and to serve on the Finance Committee.
 
Ms. Keane’s initial term as a Trustee will continue until Eversource Energy’s 2023 Annual Meeting of Shareholders to be held in May 2023. Ms. Keane will receive an annual cash retainer in the amount of $120,000 for service on the Board during her term of office, including participation in all Board and Committee meetings, and an additional cash retainer in the amount of $12,500 for serving as Vice Chair of the Audit Committee. Ms. Keane will also be entitled to receive a grant under the Eversource Incentive Plan on January 16, 2023, equal to that number of Restricted Stock Units (“RSUs”) resulting from dividing $165,000 by the average closing price of Eversource Energy common shares as reported on the New York Stock Exchange for the 10 trading days immediately preceding the date of grant, rounded to the nearest whole RSU.
 
Ms. Keane, age 64, currently serves as the Chief Financial Officer of Arcadia Solutions, LLC.
 
There is no arrangement or understanding between Ms. Keane and any other person pursuant to which she was elected as Trustee. Ms. Keane does not have any transactions with related persons in which Eversource Energy is a participant that would require disclosure pursuant to Item 404(a) of Regulation S-K.
 
A copy of Eversource Energy’s news release announcing Ms. Keane’s election is attached as Exhibit 99.1 to the Form 8-K and incorporated herein by reference.
 
Section 9	Financial Statements and Exhibits	
 
Item 9.01	Financial Statements and Exhibits.	
 
(d)       Exhibits.  
 
Exhibit
Number	 	Description	
99.1	 	News release of the Company dated December 8, 2022.	
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 registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 	EVERSOURCE ENERGY	
 	(Registrant)	
 	 	
December 8, 2022	By:	/s/ James W. Hunt, III	
 	 	James W. Hunt, III	
 	 	Executive Vice President – Corporate Relations and Sustainability and Secretary	

 

 
Exhibit 99.1

	56 Prospect St., Hartford, Connecticut 06103-2818	
	 	
	800 Boylston St., Boston, Massachusetts 02199	
 
News Release
 
Loretta Keane Named to Eversource Board of Trustees
 
HARTFORD, Conn. and BOSTON, Mass. (December 8, 2022) – Eversource Energy (NYSE: ES) today announced the election of Loretta D. Keane to its Board of Trustees effective January 1, 2023. Keane was also appointed Vice Chair of the Audit Committee and as a member of the Finance Committee effective January 1, 2023. Keane currently serves as the chief financial officer of Arcadia Solutions, LLC, a Boston-based health-care data platform focused on delivering actionable data-driven insights to advance health care and medical research.
 
“It’s a privilege to welcome Loretta Keane and her extensive experience and leadership skills to Eversource,” said Eversource President and CEO Joe Nolan. “Her strong financial background and technology-focused success in an industry as integral to our daily lives and well-being as health care will provide unique insight as we work to meet the needs of our customers and provide reliable service in a clean energy future.”
 
Keane’s career spans nearly 40 years in accounting and finance, including the last 26 years serving as the chief financial officer for several software and technology-enabled service companies. She first began her career as a Certified Public Accountant for PwC (PricewaterhouseCoopers) in their Boston and London offices.
 
“I am very honored to be invited to join the board of Eversource Energy and to be part of an organization that takes so much pride in being a recognized leader in clean energy and corporate citizenship and is also committed to the New England region and its customers,” said Keane.
 
Keane earned her Bachelor of Science in Business Administration in Accounting from Suffolk University and her Master of Science in Taxation from Bentley College. Keane has been active in Financial Executives International, the CFO Leadership Council, and has lectured at Bentley University.
 
Eversource (NYSE: ES), again celebrated as a national leader for its corporate citizenship, is the #1 energy company in Newsweek’s list of America’s Most Responsible Companies for 2023 and recognized as one of America’s Most JUST Companies. Eversource transmits and delivers electricity and natural gas and supplies water to approximately 4.4 million customers in Connecticut, Massachusetts and New Hampshire. The #1 energy efficiency provider in the nation, Eversource harnesses the commitment of approximately 9,500 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. The company is empowering a clean energy future in the Northeast, with nationally recognized energy efficiency solutions and successful programs to integrate new clean energy resources like solar, offshore wind, electric vehicles and battery storage, into the electric system. For more information, please visit eversource.com, and follow us on Twitter, Facebook, Instagram, and LinkedIn. For more information on our water services, visit aquarionwater.com.
 
CONTACT:
Caroline Pretyman
617-424-2460
caroline.pretyman@eversource.com
 
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