8-K

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

Date of Report (Date of earliest event reported): January 23, 2020

Dominion Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia	001-08489	54-1229715
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
120 Tredegar Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	D	New York Stock Exchange
2016 Series A 5.25% Enhanced Junior Subordinated Notes	DRUA	New York Stock Exchange
2019 Series A Corporate Units	DCUE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2020 Annual Incentive Plan

On January 23, 2020, the Dominion Energy, Inc. (“Dominion Energy”) Compensation, Governance and Nominating Committee (“CGN Committee”) approved the 2020 Annual Incentive Plan (the “Plan”).  Under the Plan, Dominion Energy’s officers are eligible for an annual performance-based cash award.  Each officer has a target incentive award under the Plan based on a percentage of base salary.  For 2020, the target percentages of base salary for Dominion Energy’s named executive officers are as follows: Chairman, President and Chief Executive Officer – 150%; Executive Vice President, Chief Financial Officer and Treasurer – 90%; each Executive Vice President and Co-Chief Operating Officer – 90%; and Executive Vice President and Strategic Advisor – 90%.

The Plan is funded based on the achievement of consolidated financial operating earnings goals, with potential funding ranging from 0% to 200% of the target funding.  Payout of the amount funded under the Plan is subject to achievement of applicable consolidated financial goals and operating and stewardship goals, including safety goals, diversity and inclusion goals and environmental goals.  

2020 Long-Term Incentive Program

On January 23, 2020, the CGN Committee approved the 2020 Long-Term Incentive Program (the “Program”) for its officers, including its named executive officers. The Program consists of two components: a restricted stock grant and a cash-based performance grant.  The restricted stock is awarded pursuant to Dominion Energy’s 2014 Incentive Compensation Plan. The restricted stock is subject to a three-year cliff vesting period, while payout of the performance grant will be based on the achievement of two performance metrics: total shareholder return (“TSR”) relative to a group of peer companies selected by the CGN Committee (weighted 50%) and return on invested capital (weighted 50%).  There is also an opportunity to earn a portion of the award based on Dominion Energy’s absolute TSR and price-earnings ratio performance, regardless of relative TSR performance.  The performance grant will have a performance period ending December 31, 2022, with payment made by March 15, 2023.  The target value for the performance grant is equal to the grant date value of the restricted stock portion of the Program.  Payout of the performance grant will vary depending on the level of achievement of the performance metrics.

SIGNATURES

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 thereunto duly authorized.

	DOMINION ENERGY, INC.
	Registrant
By:	/s/ Carter M. Reid
	Carter M. Reid
	Executive Vice President, Chief of Staff and Corporate Secretary and President – Dominion Energy Services

Date: January 29, 2020

XML

Document and Entity Information	Jan. 23, 2020
Documentand Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2020
Entity Registrant Name	DOMINION ENERGY INC /VA/
Entity Central Index Key	0000715957
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	VA
Entity File Number	001-08489
Entity Tax Identification Number	54-1229715
Entity Address, Address Line One	120 Tredegar Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	804
Local Phone Number	819-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock
Documentand Entity Information [Line Items]
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	D
Security Exchange Name	NYSE
2016 Series A 5.25% Enhanced Junior Subordinated Notes
Documentand Entity Information [Line Items]
Title of 12(b) Security	2016 Series A 5.25% Enhanced Junior Subordinated Notes
Trading Symbol	DRUA
Security Exchange Name	NYSE
2019 Series A Corporate Units
Documentand Entity Information [Line Items]
Title of 12(b) Security	2019 Series A Corporate Units
Trading Symbol	DCUE
Security Exchange Name	NYSE