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    SEC Form DEFA14A filed by Dominion Energy Inc.

    4/8/25 4:48:46 PM ET
    $D
    Electric Utilities: Central
    Utilities
    Get the next $D alert in real time by email
    DEFA14A 1 d-defa14a-2025_supplemen.htm DEFA14A DEFA14A

    tc

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 14A

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934 (Amendment No. )

     

    ☑

    Filed by the Registrant

     

    ☐

    Filed by a party other than the Registrant

     

    CHECK THE APPROPRIATE BOX:

     

    ☐

    Preliminary Proxy Statement

     

     

    ☐

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     

     

    ☐

    Definitive Proxy Statement

     

     

    ☑

    Definitive Additional Materials

     

     

    ☐

    Soliciting Material under §240.14a-12

     

    img235438577_0.jpg

    DOMINION ENERGY, INC.

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

     

    ☑

    No fee required

     

     

    ☐

    Fee paid previously with preliminary materials

     

     

    ☐

    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

     


     

    Dominion Energy, Inc.

    600 East Canal Street, Richmond, VA 23219

    DominionEnergy.com

    img235438577_0.jpg

     

     

    SUPPLEMENTAL INFORMATION TO THE PROXY STATEMENT FOR THE

    DOMINION ENERGY, INC.

    2025 ANNUAL MEETING OF SHAREHOLDERS

    TO BE HELD ON WEDNESDAY, MAY 7, 2025

    This Supplemental Information to the Proxy Statement, dated April 8, 2025 (this Supplement), supplements the Definitive Proxy Statement of Dominion Energy, Inc. (the Company) filed with the Securities and Exchange Commission (the SEC) on March 28, 2025 (the Proxy Statement), relating to the 2025 Annual Meeting of Shareholders of the Company (the Annual Meeting) to be held on Wednesday, May 7, 2025 at 9:30 a.m. Eastern Time, exclusively online via webcast at www.virtualshareholdermeeting.com/D2025.

    The purpose of this Supplement is to correct an error in the beneficial ownership table included on page 84 of the Proxy Statement under the heading “Security Ownership of Certain Beneficial Owners and Management – Beneficial Ownership as of March 14, 2025” with respect to the number of shares of the Company’s common stock beneficially owned by Susan N. Story. The number of shares of the Company’s common stock beneficially owned by Ms. Story was inadvertently omitted from the version of the Proxy Statement filed on EDGAR due to a technical error. The printed version of the Proxy Statement mailed to shareholders and the courtesy PDF copy provided to the SEC on March 28, 2025 with the EDGAR filing included the correct information with respect to the number of shares of the Company’s common stock beneficially owned by Ms. Story.

    Accordingly, the Proxy Statement disclosure under the heading “Security Ownership of Certain Beneficial Owners and Management – Beneficial Ownership as of March 14, 2025” is amended and replaced in its entirety with the revised version provided on the following page. This Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Proxy Statement. Except for the information in this Supplement regarding the disclosure under the heading “Security Ownership of Certain Beneficial Owners and Management – Beneficial Ownership as of March 14, 2025,” all information set forth in the Proxy Statement remains unchanged.

     


     

    Security Ownership of Certain Beneficial Owners and Management

    The following table sets forth, as of March 14, 2025, the number of shares of our common stock beneficially owned by each of our directors and NEOs, and by all directors and executive officers as a group.

    Beneficial Ownership as of March 14, 2025(1)

     

    Name

     

    Shares of
    Common
    Stock

     

    Deferred
    Stock
    Accounts
    (2)

     

    Restricted
    Shares

     

    Total(3)

     

     

     

     

     

     

     

     

     

     

     

     

     

    James A. Bennett

     

    8,965

     

     

    19,789

     

     

    —

     

     

    28,753

     

    Robert M. Blue

     

    161,312

     

     

    —

     

     

    —

     

     

    161,312

     

    Paul M. Dabbar

     

    4,797

     

     

    —

     

     

    —

     

     

    4,797

     

    D. Maybank Hagood

     

    3,848

     

     

    17,475

     

     

    —

     

     

    21,323

     

    Mark J. Kington

     

    92,675

     

     

    122,318

     

     

    —

     

     

    214,993

     

    Kristin G. Lovejoy

     

    —

     

     

    14,228

     

     

    —

     

     

    14,228

     

    Joseph M. Rigby

     

    8,762

     

     

    27,352

     

     

    —

     

     

    36,114

     

    Pamela F. Royal, M.D.

     

    17,434

     

     

    36,593

     

     

    —

     

     

    54,026

     

    Robert H. Spilman, Jr.

     

    35,441

     

     

    17,195

     

     

    —

     

     

    52,636

     

    Susan N. Story

     

    27,348

     

     

    18,027

     

     

    —

     

     

    45,375

     

    Vanessa Allen Sutherland

     

    475

     

     

    8,572

     

     

    —

     

     

    9,047

     

    Edward H. Baine

     

    28,886

     

     

    —

     

     

    19,611

     

     

    48,497

     

    Carlos M. Brown

     

    20,521

     

     

    3,616

     

     

    33,475

     

     

    57,612

     

    Diane Leopold(4)

     

    67,206

     

     

    —

     

     

    37,118

     

     

    104,324

     

    Steven D. Ridge

     

    7,442

     

     

    —

     

     

    37,759

     

     

    45,201

     

    All directors and current executive officers as a group (17 persons)(4)(5)

     

    469,081

     

     

    295,064

     

     

    157,167

     

     

    921,313

     

    (1)
    For purposes of this Proxy Statement, beneficial ownership includes securities over which a person, directly or indirectly, has sole or shared voting or investment power and securities that a person has a right to acquire beneficial ownership of within 60 days after March 14, 2025. Unless otherwise noted, all securities are held directly by the director or executive officer and such person has sole voting and investment power with respect to such securities. Fractional shares have been rounded to the nearest whole share and totals may not foot due to rounding.
    (2)
    Includes shares in trust under the Non-Employee Directors Compensation Plan for which a director has voting rights and deferred shares held in the DCP by executive officers.
    (3)
    Includes shares as to which a director or executive officer (i) has sole voting and/or investment power or (ii) voting and/or investment power is shared with or controlled by another person as follows: Mr. Kington, 11,350 (shares held in joint tenancy); Mr. Spilman, 2,834 (shares held in trust); Mr. Brown, 28 (shares held in joint tenancy with spouse); and all directors and executive officers as a group (17 persons), 14,336.
    (4)
    Ms. Leopold is included in the table as a NEO for the fiscal year ended December 31, 2024. In connection with Ms. Leopold’s upcoming retirement and Mr. Baine’s assumption of responsibility for utility operations as President – Utility Operations and Dominion Energy Virginia effective January 1, 2025, Ms. Leopold is not included in the group total as an executive officer.
    (5)
    Neither any individual director or executive officer nor all of the directors and executive officers as a group owns more than 1% of Dominion Energy’s outstanding shares as of March 14, 2025.

     


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