UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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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 |
On November 25, 2022, each of Cynthia L. Hansen, Executive Vice President and President, Gas Transmission and Midstream, and Colin K. Gruending, Executive Vice President and President, Liquids Pipelines, and on November 29, 2022, Vern D. Yu, Executive Vice President, Corporate Development and Chief Financial Officer, received a special retention award from Enbridge Inc. in the form of 74,813, 55,597 and 74,129 restricted stock units (RSUs), respectively, under Enbridge Inc.’s 2019 Long-Term Incentive Plan. The RSUs will vest on the second anniversary of the grant date and settle in Enbridge shares, in each case, subject to the award recipient’s continued employment with Enbridge or its subsidiaries. In the event there is a change in any such officer’s reporting relationship to the President and CEO, a termination not for cause, or constructive dismissal, the grants will be settled in Enbridge shares within 30 days of vesting based on the volume weighted average share price of Enbridge shares. The foregoing description of RSUs is qualified in all respects by the full text of the form of Grant Notice and Award Agreement filed as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 7.01 | Regulation FD Disclosure |
On November 30, 2022, Enbridge Inc. issued a news release in connection with its 2023 financial guidance and increase in the common share dividend effective March 1, 2023. A copy of this news release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 | Other Events |
Enbridge Inc. issued an additional news release on November 30, 2022 in connection with the appointment of Pamela L. Carter as the new Chair of the Board of Directors. A copy of this news release is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Form of Enbridge Inc. 2019 Long Term Incentive Plan Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement (Share-settled) – Retention Award Version | |
99.2 | News Release of Enbridge Inc. dated November 30, 2022 | |
99.3 | News Release of Enbridge Inc. dated November 30, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
ENBRIDGE INC. (Registrant) | ||||||
Date: November 30, 2022 | By: | /s/ Karen K.L. Uehara | ||||
Karen K.L. Uehara | ||||||
Vice President & Corporate Secretary (Duly Authorized Officer) |