As filed with the Securities and Exchange Commission on November 6, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTHWEST NATURAL HOLDING COMPANY
(Exact name of issuer as specified in charter)
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| Oregon | | 82-4710680 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
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250 SW Taylor Street Portland, Oregon | | 97204 |
| (Address of principal executive offices) | | (Zip Code) |
NORTHWEST NATURAL GAS COMPANY
DEFERRED COMPENSATION PLAN FOR DIRECTORS AND EXECUTIVES
(Full title of the plan)
SHAWN M. FILIPPI
Vice President, Corporate Secretary and Chief Compliance Officer
Northwest Natural Holding Company
250 SW Taylor Street
Portland, Oregon 97204
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 226-4211
Copy to:
STEVEN H. HULL
Stoel Rives LLP
760 SW Ninth Avenue, Suite 3000
Portland, Oregon 97205
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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 7(a)(2)(B) of the Securities Act . ☐
EXPLANATORY NOTE
Pursuant to General Instruction E on Form S-8, this Registration Statement is being filed for the purpose of registering an additional 300,000 shares of common stock of Northwest Natural Holding Company (the “Registrant”) issuable pursuant to the restated Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives, effective as of September 23, 2021 and incorporated by reference hereto. These additional shares of common stock are of the same class and relate to the same employee benefit plan (as amended from time to time) as other securities for which registration statements on Form S-8 have been filed with the Securities and Exchange Commission on October 3, 2018 (File No. 333-227687), the contents of which are hereby incorporated by reference. 120560012.4 0055570-00336
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Commission by the Company pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), or as otherwise indicated, are hereby incorporated in this Registration Statement by reference:
(a) The Company’s latest annual report on Form 10-K for the fiscal year ended December 31, 2022 (filed on February 24, 2023). (d) The description of the Common Stock of the Company contained in Exhibit 4j to the Company’s Annual Report on Form 10-K filed with the Commission on March 2, 2020. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Oregon Business Corporation Act (the “Act”) provides, in general, that a director or officer of a corporation who has been or is threatened to be made a defendant in a legal proceeding because that person is or was a director or officer of the corporation:
(1) shall be indemnified by the corporation for all expenses of such litigation when the director or officer is wholly successful on the merits or otherwise;
(2) may be indemnified by the corporation for the expenses, judgments, fines and amounts paid in settlement of such litigation (other than a derivative lawsuit) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful); and
(3) may be indemnified by the corporation for expenses of a derivative lawsuit (a suit by a shareholder alleging a breach by a director or officer of a duty owed to the corporation) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation, provided the director or officer is not adjudged liable to the corporation.
The Act also authorizes the advancement of litigation expenses to a director or officer upon receipt of a written affirmation of the director’s or officer’s good faith belief that the standard of conduct in Section (2) or (3) above has been met and an undertaking by such director or officer to repay such expenses if it is ultimately determined that he or she did not meet that standard and, therefore, is not entitled to be indemnified. The Act also provides that the indemnification provided thereunder shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise.
The Company’s Amended and Restated Bylaws provide that the Company shall indemnify directors and officers to the fullest extent permitted under the Act, thus making mandatory the discretionary indemnification authorized by the Act.
The Company’s Amended and Restated Articles of Incorporation provide that the Company shall indemnify its officers and directors to the fullest extent permitted by law, which may be broader than the indemnification authorized by the Act.
The Company has entered into indemnity agreements with its directors and officers which provide for indemnity to the fullest extent permitted by law and also alter or clarify the statutory indemnity in the following respects:
(1) prompt advancement of litigation expenses is provided if the director or officer makes the required affirmation and undertaking;
(2) the director or officer is permitted to enforce the indemnity obligation in court and the burden is on the Company to prove that the director or officer is not entitled to indemnification;
(3) indemnity is explicitly provided for judgments and settlements in derivative actions;
(4) prompt indemnification is provided unless a determination is made that the director or officer is not entitled to indemnification; and
(5) partial indemnification is permitted if the director or officer is not entitled to full indemnification.
The Company maintains in effect a policy of insurance providing for reimbursement to the Company of payments made to directors and officers as indemnity for damages, judgments, settlements, costs and expenses incurred by them which the Company may be required or permitted to make according to applicable law, common or statutory, or under provisions of its Amended and Restated Articles of Incorporation, Amended and Restated Bylaws or agreements effective under such laws.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the accompanying Exhibit Index for a list of Exhibits to this Registration Statement, which is incorporated by reference herein.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)-(g) [Reserved]
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon on this 6th day of November, 2023.
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| NORTHWEST NATURAL HOLDING COMPANY |
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| By | | /s/ David H. Anderson |
| | David H. Anderson |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints David H. Anderson, Brody J. Wilson, MardiLyn Saathoff and Shawn M. Filippi and each of them severally, as his or her attorneys-in-fact, each with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on November 6, 2023.
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| Signature | | Title |
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/s/ David H. Anderson
| | Chief Executive Officer and Director |
David H. Anderson | | (Principal Executive Officer and Director) |
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/s/ Brody J. Wilson | | Chief Financial Officer, Vice President, Treasurer and Chief Accounting Officer |
Brody J. Wilson | | (Principal Financial Officer and Principal Accounting Officer) |
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/s/ Timothy P. Boyle
| | Director |
Timothy P. Boyle | | |
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/s/ Monica Enand | | Director |
Monica Enand | | |
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/s/ Karen Lee | | Director |
Karen Lee | | |
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/s/ Dave McCurdy | | Director |
| Dave McCurdy | | |
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/s/ Sandra McDonough | | Director |
| Sandra McDonough | | |
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/s/ Nathan I. Partain | | Director |
| Nathan I. Partain | |
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/s/ Jane L. Peverett | | Director |
| Jane L. Peverett | | |
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/s/ Kenneth Thrasher | | Director |
| Kenneth Thrasher | | |
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/s/ Malia H. Wasson | | Director |
Malia H. Wasson | | |
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/s/ Charles A. Wilhoite | | Director |
| Charles A. Wilhoite | | |
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EXHIBIT INDEX |
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| Exhibit Number | | Document Description |
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| 3.1 | | |
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| 3.2 | | |
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| 5.1 | | |
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| 23.1 | | |
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| 23.2 | | |
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| 24.1 | | |
| 99.1 | | |
| 107.1 | | |
Exhibit 107.1
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| CALCULATION OF REGISTRATION FEE |
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FORM S-8 |
| (Form Type) |
|
| REGISTRATION STATEMENT UNDER |
| THE SECURITIES ACT OF 1933 |
NORTHWEST NATURAL HOLDING COMPANY |
| (Exact Name of Registrant as Specified in Its Charter) |
|
| Table 1: Newly Registered Securities |
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Security Type |
Security Class Title (1) |
Fee Calculation Rule |
Amount Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Maximum Aggregate Offering Price (2) |
Fee Rate |
Amount of Registration Fee (2) |
| Equity | Common stock | Other | 300,000(3) | $36.40 | $10,920,000 | $0.00014760 | $1,611.79 |
Total Offering Amounts | | $10,920,000 | | $1,611.79 |
Total Fee Offsets (4) | | | | - |
Net Fee Due | | | | $1,611.79 |
1. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives (the “Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable.
2. Calculated solely for purposes of calculating the registration fee, based on the average of the high and low selling prices per share of the Registrant’s Common Stock on the New York Stock Exchange on October 31, 2023 (such date being within five business days of the date that this registration statement was filed with the SEC). This calculation is in accordance with Rule 457(c) of the Securities Act.
3. The Registrant does not have any fee offsets.
Exhibit 5.1
November 6, 2023
Board of Directors
Northwest Natural Holding Company
250 S.W. Taylor Street
Portland, Oregon 97204
We have acted as counsel for Northwest Natural Holding Company (the “Company”) in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, covering 300,000 shares of Common Stock (the “Shares”) issuable in connection with the Northwest Natural Gas Company Deferred Compensation Plan for Directors and Executives (the “Plan”). We have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to the Plan and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Stoel Rives LLP
STOEL RIVES LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Northwest Natural Holding Company of our report dated February 24, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Northwest Natural Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
November 6, 2023
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