etr-20220711
falseUS0000065984CHX00000659842022-07-112022-07-110000065984exch:XNYS2022-07-112022-07-110000065984exch:XCHI2022-07-112022-07-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)July 11, 2022
Entergy Corporation
(Exact name of registrant as specified in its charter)
Delaware1-1129972-1229752
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
639 Loyola Avenue, New Orleans, Louisiana
70113
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code
(504) 576-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Securities registered pursuant to Section 12(b) of the Act:
Title of ClassTrading
Symbol
Name of Each Exchange
on Which Registered
Common Stock, $0.01 Par Value
ETR
New York Stock Exchange
Common Stock, $0.01 Par Value
ETR
NYSE Chicago, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.    









EXPLANATORY NOTE

This Current Report on Form 8-K/A is an amendment (“Amendment No. 1”) to the Current Report on Form 8-K filed by Entergy Corporation (the “Company”) with the Securities and Exchange Commission on July 13, 2022 (the “Original Report”). In the Original Report, the Company advised that it would provide the terms of Peter S. Norgeot Jr.’s compensation arrangements for his new position as the Company’s Executive Vice President and Chief Operating Officer when they were determined. This Amendment No. 1 is being filed to provide a description of those compensation arrangements. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the Original Report. 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As disclosed in the Original Report, Peter S. Norgeot, Jr. will become the Company’s Executive Vice President and Chief Operating Officer effective August 12, 2022. On July 28th, the Personnel Committee of the Company’s Board of Directors determined that as the Company’s Executive Vice President and Chief Operating Officer, Mr. Norgeot will be paid an annual base salary of $575,000 (“Base Salary”) and will be eligible to receive an annual cash bonus under the Company’s short-term incentive program targeted at 75% of his Base Salary. He will also be eligible to receive awards of performance units, restricted stock and stock options under the Company’s 2019 Omnibus Incentive Plan or any successor plan. The grants and awards to be made under these programs will be determined in conjunction with the Company’s normal annual compensation process and at levels consistent with his seniority and scope of responsibility. Mr. Norgeot will also participate in other compensation and benefit programs generally made available to other Entergy executives from time to time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.






SIGNATURE

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.

Entergy Corporation


By:     /s/ Marcus V. Brown
Marcus V. Brown
Executive Vice President and
General Counsel
Dated: August 2, 2022

4

 

This website contains, and has materials that contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expected", "will" and similar expressions are intended to identify forward-looking statements. Entergy's expectations regarding any specific matter is only its forecast regarding the matter. A forecast may be substantially different from actual results, which are effected by various factors that are in Entergy's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.