8-KLeadership ChangesExhibits & Filings

DOMINION ENERGY, INC 8-K Report, Executive Changes (Feb 20, 2013)

Filed February 20, 2013For Securities:D

Summary

Dominion Energy, Inc. (D) announced a change to its Board of Directors via an 8-K filing on February 20, 2013. The company elected Pamela J. Royal as a new Director, effective March 1, 2013, who will serve until the next annual election. Ms. Royal's compensation will be in accordance with the existing Non-Employee Directors Compensation Plan, and she will enter into the standard Advancement of Expenses agreement, both of which have been previously disclosed in earlier filings. This appointment is primarily a governance update and does not appear to reflect any immediate strategic or financial shifts for the company. Investors should note that Ms. Royal's compensation and the expense advancement agreement are based on established company policies for non-employee directors, suggesting a routine board refreshment rather than a response to specific performance issues or a fundamental change in the board's composition strategy.

Key Highlights

  • 1Dominion Resources, Inc. elected Pamela J. Royal as a new Director to its Board.
  • 2Ms. Royal's appointment is effective March 1, 2013.
  • 3She will serve as a Director until the next annual election of Directors.
  • 4Ms. Royal's compensation will follow the established Non-Employee Directors Compensation Plan.
  • 5She will enter into the standard Advancement of Expenses agreement for directors.
  • 6Details of the compensation plan and expense agreement can be found in previous SEC filings (2012 Proxy Statement and 2008 Form 10-Q).

Frequently Asked Questions

The 8-K filing does not provide biographical details for Pamela J. Royal. Information regarding her background would typically be found in the company's Proxy Statement or press releases related to board appointments, which are not fully detailed in this 8-K.

The appointment of a new director is a governance change. Ms. Royal will be compensated according to the existing Non-Employee Directors Compensation Plan, which is a standard practice. Therefore, this specific appointment is not expected to have a significant direct financial impact on Dominion Energy beyond the standard director compensation.

No, the filing states that Ms. Royal will receive compensation pursuant to the terms and conditions of the existing Dominion Resources, Inc. Non-Employee Directors Compensation Plan, as amended and restated effective December 17, 2009. This indicates no new compensation structures are being implemented with her appointment.

The Advancement of Expenses agreement is a standard provision for directors, providing for the advancement of expenses incurred in connection with certain legal or other proceedings related to their service as a director, subject to certain exceptions. This agreement was approved by the Board in 2008 and its details are available in previous filings.