8-KLeadership ChangesMaterial AgreementsExhibits & Filings

Vistra Corp. 8-K Report, Material Agreement (Apr 27, 2018)

Filed April 27, 2018For Securities:VST

Summary

This 8-K filing by Vistra Corp. (VST) on April 27, 2018, primarily details the resignation of a board member, Jennifer Box, and the subsequent termination of a Stockholders' Agreement with Oaktree Capital Management, L.P. Ms. Box's resignation was effective immediately and was not due to any disagreements with the company. Her departure signifies the end of Oaktree's right to designate a director to Vistra's Board under the previously established Stockholders' Agreement. While the formal agreement is terminated, Vistra and Oaktree have agreed that Oaktree will designate an unaffiliated replacement for Ms. Box's board seat to complete the current term ending in May 2019. This event marks a significant shift in the governance relationship between Vistra and Oaktree, moving away from the specific director designation rights outlined in the original agreement.

Key Highlights

  • 1Jennifer Box resigns from Vistra Corp.'s Board of Directors and its Compensation Committee, effective immediately.
  • 2Ms. Box's resignation is stated to be unrelated to any disagreements with the Company regarding operations, policies, or practices.
  • 3The Stockholders' Agreement between Vistra Energy Corp. and Oaktree Capital Management, L.P. (and other parties) has been terminated.
  • 4Termination of the Stockholders' Agreement removes Oaktree's rights to nominate or designate a director to Vistra's Board.
  • 5An agreement has been made for Oaktree to designate an unaffiliated replacement director to fill the vacancy for the remainder of the term ending May 2019.
  • 6The filing includes Exhibit 10.1, the Termination of Stockholders' Agreement.

Frequently Asked Questions

The filing states that Jennifer Box advised Vistra Energy Corp. that she would resign from her positions as a member of the Board of Directors and the Compensation Committee, effective immediately. Her resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

The termination of the Stockholders' Agreement means that Oaktree Capital Management, L.P. (and other associated stockholders) will no longer have the rights and remedies previously provided, most notably the right to nominate or designate a director to Vistra's Board.

Yes, while the Stockholders' Agreement providing direct designation rights has been terminated, Vistra and Oaktree have agreed that Oaktree will designate an unaffiliated replacement for Ms. Box's vacant board seat to serve out the remainder of her term, which ends in May 2019.

This filing specifically addresses the termination of certain governance rights related to board representation under a prior agreement. It does not provide information on Oaktree's overall investment stake or other aspects of their relationship with Vistra beyond the director designation and associated rights outlined in the Stockholders' Agreement.