Tennessee Valley Authority filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$TVE
Electric Utilities: Central
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2024, the Board of Directors (the “Board”) of the Tennessee Valley Authority (“TVA”) adopted the TVA Employee Compensation Board Practice ("Board Practice") to clarify the roles and responsibilities of the Board, the People and Governance Committee, and management with respect to compensation matters. In addition, the Board approved amended and restated versions of the following compensation plans to, among other things, reflect the principles set forth in the Board Practice:
•TVA Compensation Plan
•Executive Annual Incentive Plan ("EAIP")
•Long-Term Incentive Plan ("LTIP")
•Executive Severance Plan ("ESP")
•Supplemental Executive Retirement Plan
•Restoration Plan
•Deferred Compensation Plan
The amended and restated EAIP, LTIP, and ESP also reduced the amounts that TVA's Chief Executive Officer ("CEO") may receive under these plans.
•Under the EAIP, the maximum scorecard achievement for the CEO under the plan was reduced from 200 percent to 150 percent.
•Under the LTIP, the maximum scorecard achievement for the CEO under the plan was reduced from 200 percent to 150 percent.
•Under the ESP, the severance multiple for the CEO was reduced from 1.5 to 1.0, and the cash separation payment to the CEO for a separation covered by the ESP was reduced from (1) the product of (a) the severance multiple times (b) the sum of salary and the target EAIP award to (2) the product of the severance multiple times salary.
Copies of the amended and restated compensation plans, which also include minor administrative revisions, are attached as exhibits to this report and are incorporated herein by reference. The foregoing descriptions are qualified in their entirety by reference to such documents.
Item 9.01 Financial Statements and Exhibits.
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | ||||
| 10.1 | Amended and Restated TVA Compensation Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.2 | Amended and Restated Executive Annual Incentive Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.3 | Amended and Restated Long-Term Incentive Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.4 | Amended and Restated Executive Severance Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.5 | Amended and Restated Supplemental Executive Retirement Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.6 | Amended and Restated Restoration Plan Approved by the TVA Board on May 9, 2024 | ||||
| 10.7 | Amended and Restated Deferred Compensation Plan Approved by the TVA Board on May 9, 2024 | ||||
SIGNATURES
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 hereunto duly authorized.
| Tennessee Valley Authority | |||||
| (Registrant) | |||||
| Date: May 9, 2024 | /s/ John M. Thomas, III | ||||
| John M. Thomas, III | |||||
| Executive Vice President and | |||||
| Chief Financial and Strategy Officer | |||||
EXHIBIT INDEX
These exhibits are filed pursuant to Item 5.02 hereof.
| EXHIBIT NO. | DESCRIPTION OF EXHIBIT | ||||