Eversource Energy 8-K 2024-05-01

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 1, 2024 (May 1, 2024**)**

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):

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).

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.

On May 1, 2024, Eversource Energy (the “Company”) issued a news release announcing its unaudited results of operations for the three months ended March 31, 2024, 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.

(a)           On May 1, 2024, the Company held its 2024 Annual Meeting of Shareholders.

(b)           Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated March 22, 2024. On March 5, 2024, the record date for the Annual Meeting, there were 350,726,912 common shares outstanding and entitled to vote. At the Annual Meeting, 313,264,160 common shares were represented, in person or by proxy, constituting a quorum.

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

(2)           The shareholders approved, on an advisory basis, the compensation of the Company’s 2023 Named Executive Officers:

(3)           The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024:

(4)           The shareholders approved a shareholder proposal titled “Simple Majority Vote.”

On May 2, 2024, 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 2024. 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.

On May 1, 2024, the Board of Trustees of the Company appointed Daniel J. Nova as the Lead Independent Trustee and the Chair of the Compensation Committee. Mr. Nova has been a General Partner of Highland Capital Partners, a global venture capital firm, since 1996. From October 2020 to December 2022, Mr. Nova also served as the Chief Investment Officer and a director of Highland Transcend Partners I Corp., a publicly traded special purpose acquisition company. Mr. Nova currently serves as a director and a member of the Audit and Compensation Committees of Rent the Runway, Inc., a publicly traded online subscription service for clothing, and he serves as a director and member of the Compensation Committee of ThredUp Inc., a publicly traded online resale platform.

The Board of Trustees also appointed Loretta D. Keane as the Chair of the Audit Committee and affirmatively determined that Ms. Keane is an “audit committee financial expert” as defined by the SEC. Ms. Keane has served as Chief Financial Officer of Arcadia Solutions, LLC, a Boston based healthcare data platform service provider, since 2018. Ms. Keane’s career includes 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 is familiar with Audit Committee functions through her service as Vice Chair of the Audit Committee, having served in that role since January 1, 2023. She began her career as a Certified Public Accountant for PricewaterhouseCoopers in the Boston and London offices.

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.