Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders, held on April 20, 2021
(the “Annual Meeting”), the Stockholders of the Public Service
Enterprise Group Incorporated (“PSEG”), upon the recommendation of
the Board of Directors (the “Board”), approved the Public Service
Enterprise Group Incorporated 2021 Long-Term Incentive Plan (the
“2021 LTIP”) which replaces the Public Service Enterprise Group
Incorporated 2004 Long-Term Incentive Plan.
The 2021 LTIP will be administered by the Organization and
Compensation Committee of the Board (the “Committee”) or a designee
thereof, and will enable the Committee to
provide equity and incentive compensation to officers and
other key employees of PSEG and its subsidiaries. Pursuant to the
2021 LTIP, PSEG may grant equity-based compensation in the form of
stock options, stock appreciation rights (“SARs”), restricted share
awards, restricted stock units, performance stock units,
performance shares or any combination thereof, in each case for the
purpose of providing our officers, and other key employees,
incentives and rewards for superior performance upon terms and
conditions as further described in the 2021 LTIP. The 2021 LTIP
will expire on April 20, 2031.
Subject to adjustment as described in the 2021 LTIP share
counting rules, the total number of shares of PSEG common stock
that are available for awards under the 2021 LTIP is
8,000,000. The aggregate number of shares available under
the 2021 LTIP will be reduced by one share of common
stock for every one share subject to an award granted under
the 2021 LTIP, provided that any shares related to awards that
terminate by expiration, forfeiture, cancellation, or otherwise
without the issuance, excluding shares withheld for tax
obligations, of such shares, or are settled in cash in lieu of
shares, shall be available again for grant under the 2021 LTIP.
The 2021 LTIP provides for a double trigger accelerated vesting for
employees following a change in control, establishes a one-year
minimum vesting period for awards and includes a requirement that
all awards are subject to the “clawback” policy adopted by our
Board. It also provides that no underwater stock options or
SARs will be repriced without shareholder approval and that no
stock options or SARs will be granted with an exercise price
less than the fair market value of our common stock on the date of
grant. This summary of the 2021 LTIP is qualified in its
entirety by reference to the full text of the 2021 LTIP, which is
attached hereto as Exhibit 99.1. A more detailed summary of the
2021 LTIP can be found in the PSEG’s definitive proxy statement for
the Annual Meeting, which was filed with the Securities and
Exchange Commission (“SEC”) on March 15, 2021.
Item 5.07 Submission
of Matters to a Vote of Security Holders
At the Annual Meeting, proxies 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
The advisory vote on executive compensation was approved.
The appointment of Deloitte & Touche LLP as PSEG’s
independent auditor was ratified.
The 2021 Equity Compensation Plan for Outside Directors was
The 2021 Long-Term Incentive Plan was approved.