01—Abstract
Summary
Summary of the 8-K filed September 24, 2024. Cited figures are marked; the original filing is the authoritative source.
Evergy, Inc. (NASDAQ: EVRG) filed this Form 8-K to report two Board of Directors appointments made on September 20, 2024.
Dean Newton, 54, will join the Board effective October 15, 2024, serving on the Operations Committee, and Jon Rolph, 45, will join effective January 1, 2025, serving on the Finance Committee. Both were determined by the Board to be independent under Nasdaq and Evergy's director independence standards. Each will be compensated consistent with Evergy's other non-employee directors and will enter into the company's standard indemnification agreement.
Newton is President and CEO of Delta Dental of Kansas, a nonprofit dental insurance corporation, and chair and CEO of Surency Life & Health Insurance Co., a subsidiary. Rolph is CEO of Thrive Restaurant Group, which owns and operates over 190 restaurants. Per the filing's press release, Evergy's chairman, president and CEO David Campbell said the appointments reflect a focus on regional expertise, tied to the company's strategy around economic development in its service territory.
The filing does not disclose financial results or changes to guidance. The appointments are governance changes that expand the Board's regional business experience, and the filing furnishes the related press release under Item 7.01 rather than filing it.
02—Key points
Key Highlights
- Dean Newton (54), President and CEO of Delta Dental of Kansas, joins the Board effective October 15, 2024 and will serve on the Operations Committee.
- Jon Rolph (45), CEO of Thrive Restaurant Group (over 190 restaurants), joins the Board effective January 1, 2025 and will serve on the Finance Committee.
- The Board determined both new directors are independent under Nasdaq and Evergy's director independence standards.
- Both directors will receive non-employee director compensation consistent with Evergy's other non-employee directors and will sign the company's standard indemnification agreement.
- Campbell cited Evergy's strategy of maximizing a "generational opportunity for economic development" in its service territory as a reason for the regional appointments.
- The press release is furnished as Exhibit 99.1 under Item 7.01 and is not deemed "filed" for Section 18 purposes.
03—Questions
Frequently Asked Questions
Do these appointments change Evergy's financial outlook?
The filing does not discuss financial results, guidance, or financial impacts. It reports only board elections and related compensation and indemnification arrangements.
When do the new directors take their seats?
Dean Newton joins the Board effective October 15, 2024, and Jon Rolph joins effective January 1, 2025. Both serve for a term expiring at Evergy's 2025 annual meeting of shareholders.
Are the new directors independent?
Yes. The Board determined that each of Mr. Newton and Mr. Rolph is independent under Nasdaq Stock Market LLC rules and Evergy's director independence standards.
Which Board committees will the new directors serve on?
Mr. Newton will serve on the Operations Committee, and Mr. Rolph will serve on the Finance Committee.
Do the new directors have any related-party transactions or selection arrangements with Evergy?
The filing states there is no arrangement or understanding pursuant to which either director was selected, and no transactions requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue