Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2017, upon the recommendation of the Corporate Governance Committee,
the Board of Directors (the Board) of Public Service Enterprise Group Incorporated (the Company) increased the size of the Board to twelve directors and elected Barry H. Ostrowsky to serve as a new director, in each case
effective February 20, 2018. The Board has determined that Mr. Ostrowsky is an independent director within the meaning of the listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.
Mr. Ostrowsky has not been named to any committees of the Board at this time, although the Board expects to name him to one or more committees in the future.
As of February 20, 2018, Mr. Ostrowsky will participate in the Companys compensation plans for
non-management
directors, as described under Proposal 1: Election of DirectorsDirector Compensation in the Companys proxy statement filed with the Securities and Exchange Commission on
March 14, 2017.
As part of the Companys philanthropic activities and commitment to invest in the communities in which we do business, the
Company, directly or through a subsidiary, and PSEG Foundation, a 501(c)(3) organization that is funded by the Company, have periodically made charitable contributions to facilities operated by RWJ Barnabas Health, Inc., a not-for-profit, tax-exempt
corporation incorporated in New Jersey (RWJBarnabas). Mr. Ostrowsky is the President and Chief Executive Officer of RWJBarnabas. In 2016, the Company and PSEG Foundation, collectively, donated approximately $363,500 to
facilities operated by RWJBarnabas and its predecessor entities. To date in 2017, the Company and PSEG Foundation, collectively, have donated approximately $186,550 to facilities operated by RWJBarnabas. The Board expects that the Company
and PSEG Foundation will make future contributions to facilities operated by RWJBarnabas. PSEG Foundation has already pledged a $125,000 contribution to one facility operated by RWJBarnabas, to occur in 2018.
Since 2008, the Companys subsidiary, Public Service Electric and Gas Company (PSE&G), has engaged in an ongoing Hospital Energy
Efficiency Program (the HEE Program), through which PSE&G provides funds for energy efficiency upgrades to hospitals throughout the PSE&G service territory. The HEE Program was approved, and is overseen, by the New Jersey Board
of Public Utilities (the BPU). As of September 1, 2017, PSE&G has committed to invest approximately $199 million in a variety of hospitals through the HEE Program, including commitments of approximately $30.6 million
to RWJBarnabas facilities. These projects are in various stages of completion, with several fully completed and others in progress or in the planning stage. The aggregate portion that RWJBarnabas facilities have committed to repay to PSE&G
through utility bills in accordance with the
BPU-approved
terms of the program is equal to approximately $10.7 million. Because the HEE Program is ongoing, the investment and repayment figures are subject
to change in the coming years.
Since 2013, the Companys subsidiary, PSEG Services Corporation, has had a contractual arrangement with an
RWJBarnabas affiliate, Robert Wood Johnson University Hospital Hamilton (RWJ Hamilton), pursuant to which RWJ Hamilton provides medical care, medical testing and related services to the Company and its subsidiaries. In 2016, the Company
paid a total of approximately $267,000 for services provided pursuant to this arrangement. As of October 31, 2017, the Company has paid a total of approximately $197,000 for services provided pursuant to this arrangement.
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No arrangement or understanding exists between Mr. Ostrowsky and any other person pursuant to which
Mr. Ostrowsky was selected as a director of the Company.
The Company issued a press release on December 22, 2017 announcing the election of
Mr. Ostrowsky. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.