UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 8.01 | Other Events |
On December 19, 2019, Dominion Energy, Inc. (the “Company”) contributed (the “Pension Contribution”) 6,130,456 shares of its common stock, without par value (the “Shares”), to the Dominion Energy, Inc. Defined Benefit Master Trust (the “Trust”) which is the funding vehicle for the Dominion Energy Pension Plan (the “Plan”). The Shares were contributed in a private placement, exempt from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with the terms of the Employer Stock Contribution and Independent Fiduciary Engagement Agreement, dated December 16, 2019 (the “Contribution Agreement”), with Gallagher Fiduciary Advisors, LLC (“Gallagher”), in its capacity as independent fiduciary and investment manager of a separate account in the Trust.
In connection with the Contribution Agreement, the Company also entered into a registration rights agreement, dated December 16, 2019 (the “Registration Rights Agreement”), with Gallagher, in its capacity as independent fiduciary and investment manager of a separate account in the Trust, pursuant to which the Company agreed to provide registration rights on customary terms with respect to the Shares. A copy of the Registration Rights Agreement is filed as Exhibit 4.1 hereto and is incorporated herein by reference. On December 20, 2019 in accordance with the terms of the Registration Rights Agreement, the Company filed a prospectus supplement (the “Prospectus Supplement”) to its effective shelf registration statement on Form S-3ASR (File No. 333-219085) filed with the Securities and Exchange Commission on June 30, 2017 (the “Registration Statement”), for the purpose of registering the Shares.
In connection with the contribution of the Shares to the Trust as described above, the exhibits listed in Item 9.01 are filed herewith and incorporated by reference into the Registration Statement and the related prospectus contained therein, as supplemented by the Prospectus Supplement.
Item 9.01 | Financial Statements and Exhibits |
Exhibits |
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4.1 |
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5.1 |
* | Filed herewith. |
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.
DOMINION ENERGY, INC. Registrant | ||
/s/ James R. Chapman | ||
Name: |
James R. Chapman | |
Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
Date: December 20, 2019