UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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 February 23, 2023, the Board of Directors (the “Board”) of Entergy Corporation (the “Company”) elected Gina F. Adams and John H. Black to the Board, effective March 1, 2023. Ms. Adams and Mr. Black were elected to serve until the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) and will be included among the nominees for election to the Board at that meeting. The Board also determined that Ms. Adams and Mr. Black qualify as independent directors under the New York Stock Exchange rules and the Company’s corporate governance guidelines. In connection with the election of Ms. Adams and Mr. Black, the Board increased the size of the Board to 13 members. The Board assigned Ms. Adams to serve on the Corporate Governance Committee and Mr. Black to the Audit Committee and the Nuclear Committee.
Ms. Adams has served as Corporate Vice President, Government and Regulatory Affairs of FedEx Corporation (“FedEx”), a multinational company focused on transportation, e-commerce and business services, since 2001. Ms. Adams is a lawyer and is responsible for shaping and promoting the legislative, regulatory, operational and economic interests of FedEx in the political, regulatory and policy arenas. Prior to joining FedEx in 1992, Ms. Adams served as an attorney for the United States Department of Transportation.
Mr. Black retired in 2021 from Deloitte & Touche LLP (“Deloitte”), where he was a lead client service partner overseeing all audit, accounting, tax and advisory services provided to his clients. He served as the Company’s lead audit partner from 2011–2015 and during his career served as lead audit partner for other large and complex utility industry clients and fully competitive, customer-driven businesses. Prior to joining Deloitte in 2002, he was an audit partner at Arthur Andersen LLP.
There are no arrangements or understandings between either Ms. Adams or Mr. Black and any other person pursuant to which either was elected as a director of the Company. In connection with their appointments and service on the Board, Ms. Adams and Mr. Black will each be entitled to receive the same compensation as all other non-employee directors of the Company, including receiving a pro rata portion of such compensation through the date of the next Annual Meeting.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover 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: March 1, 2023 | |||||
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.