Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 27, 2022, Dennis V. Arriola, the Chief Executive Officer of
Avangrid, Inc. (the "Company"), notified the Company of his decision to leave
the business, effective May 28, 2022.
On March 1, 2022, the Board of Directors of the Company (the "Board"), upon
recommendation of its Compensation, Nominating and Corporate Governance
Committee (the "Committee"), appointed Pedro Azagra Blázquez as Chief Executive
Officer of the Company, effective the date Mr. Arriola ends his service as Chief
Executive Officer of the Company. Mr. Azagra Blázquez will continue to serve as
a member of the Board and the Executive and Special Committees of the Board.
Mr. Azagra Blázquez, age 53, currently serves as the Chief Development Officer
of Iberdrola, S.A. ("Iberdrola"), a leading energy company and the Company's
controlling shareholder, a position he has held since 2008. Mr. Azagra Blázquez
previously served as Iberdrola's Director of Strategy. He has also served as
Professor of Corporate Finance and Mergers and Acquisitions at Universidad
Pontificia de Comillas, in Madrid, Spain, since 1998. Mr. Azagra Blázquez
formerly served on the board of directors of Siemens Gamesa Renewable Energy,
S.A. He earned a business degree and a law degree from Universidad Pontificia de
Comillas and an M.B.A. from the University of Chicago. Mr. Azagra Blázquez has
served as a member of the Company's Board since 2019 and previously served as a
member of the Board from 2014 until 2018. In addition, Mr. Azagra Blázquez
serves as a member of the board of directors of Neoenergia, S.A., a member of
the Iberdrola group of companies listed on the São Paulo Stock Exchange.
As previously disclosed, the Company and Iberdrola are parties to a shareholders
agreement, dated December 16, 2015, entered into in connection with the
completion of the acquisition by the Company of UIL Holdings Corporation
pursuant to a merger agreement (the "Shareholders Agreement"). The Shareholders
Agreement sets forth certain governance arrangements and contains various
provisions relating to, among other things, representation on the Board,
minority protections that limit the disposal or transfer of shares of the
Company by Iberdrola, registration rights, preemptive rights and protections for
the Company relating to affiliate transactions, competitive business
opportunities, and certain information and access rights. In addition, the
Company has entered into certain transactions with Iberdrola, as disclosed in
the Company's definitive proxy statement filed with the Securities and Exchange
Commission on April 16, 2021, and the current report on Form 8-K filed with the
Securities and Exchange Commission on May 12, 2021.
The Board has not yet determined the compensation payable to Mr. Azagra Blázquez
in connection with the commencement of this new role as Chief Executive Officer
of the Company. The Company will file an amendment to this current report on
Form 8-K within four business days of such determination.
Item 7.01 Regulation FD Disclosure.
On March 3, 2022, the Company issued a press release announcing Mr. Arriola's
notice of his decision to leave the business, effective May 28, 2022, and the
appointment of Mr. Azagra Blázquez effective the date Mr. Arriola ends his
service as Chief Executive Officer of the Company. A copy of the Company's press
release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 in
its entirety.
Pursuant to General Instruction B.2 of Form 8-K and SEC Release No. 33-8176, the
information contained in Item 7.01 of this Form 8-K, including Exhibit 99.1,
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 a filing.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated March 3, 2022
104 Cover page Interactive Data File (embedded within the Inline XBRL document)
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