Public Service Enterprise Group 8-K 2024-04-16

Filed 2024-04-19. 1 sections, 8K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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) April 16, 2024

Public Service Enterprise Group Incorporated

(Exact name of registrant as specified in its charter)


New Jersey		001-09120		22-2625848
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)


80 Park Plaza Newark, New Jersey 07102
(Address of principal executive offices) (Zip Code)

973-430-7000

(Registrant’s telephone number, including area code)

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 Stock without par value		PEG		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 this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this 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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of Public Service Enterprise Group Incorporated (PSEG) was held on April 16, 2024. Proxies for the meeting were solicited by PSEG pursuant to Regulation 14A under the Securities Act of 1934. There was no solicitation of proxies in opposition to management’s nominees as listed in the proxy statement.

All of management’s nominees were elected to the Board of Directors. The advisory vote on executive compensation was approved.

The amendments to our Certificate of Incorporation and/or By-Laws to eliminate the:

	•		supermajority voting requirements for certain business combinations,

	•		supermajority voting requirements to remove a director without cause, and

	•		supermajority voting requirement to make certain amendments to our By-Laws

did not receive the required affirmative vote of 80% of the number of shares outstanding and eligible to vote and were not approved.

The appointment of Deloitte & Touche LLP as PSEG’s independent auditor was ratified. Final results of the voting are provided below:

Proposal 1:

Election of Directors


Terms expiring in 2025	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ralph A. LaRossa		367,968,329		19,837,342		1,651,572		53,717,331
Susan Tomasky		386,650,830		2,146,238		660,175		53,717,331
Willie A. Deese		381,057,670		7,673,053		726,520		53,717,331
Jamie M. Gentoso		387,326,398		1,440,590		690,255		53,717,331
Barry H. Ostrowsky		382,119,764		6,592,736		744,743		53,717,331
Ricardo G. Pérez		387,520,671		1,187,881		748,691		53,717,331
Valerie A. Smith		383,350,977		5,421,332		684,934		53,717,331
Scott G. Stephenson		387,155,521		1,571,943		729,779		53,717,331
Laura A. Sugg		387,096,140		1,692,529		668,574		53,717,331
John P. Surma		371,415,352		17,299,257		742,634		53,717,331
Kenneth Y. Tanji		387,382,593		1,332,768		741,882		53,717,331

Proposal 2:	Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory Vote on the Approval of Executive Compensation		364,904,707		22,826,130		1,726,406		53,717,331


Proposal 3(a):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirements for certain business combinations		383,357,251		4,697,500		1,402,492		53,717,331

Proposal 3(b):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation and By-Laws – to eliminate supermajority voting requirements to remove a director without cause		383,416,892		4,644,743		1,395,608		53,717,331

Proposal 3(c):	Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of Amendments to our Certificate of Incorporation – to eliminate supermajority voting requirement to make certain amendments to our By-Laws		382,721,554		5,225,332		1,510,357		53,717,331

Proposal 4:	Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of the Appointment of Deloitte & Touche LLP as Independent Auditor for 2024		418,240,654		24,031,912		902,008		0

SIGNATURE

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 thereunto duly authorized.


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED
		(Registrant)

By:		/s/ Rose M. Chernick
		Rose M. Chernick
		Vice President and Controller
		(Principal Accounting Officer)

Date: April 19, 2024