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

On June 7, 2023, the Board of Directors (the "Board") of Via Renewables, Inc. (the "Company"), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed A. Stephen Kennedy effective immediately, to serve as a Class II independent director. Mr. Kennedy will stand for reelection at the Company's annual meeting of shareholders in 2025. There are no understandings or arrangements between Mr. Kennedy and any other person pursuant to which Mr. Kennedy was elected as a director. There are no relationships between Mr. Kennedy and the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Board has appointed Mr. Kennedy to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

As a non-employee director, Mr. Kennedy will participate in the non-employee director compensation arrangements described in the Company's definitive proxy statement filed with the SEC on April 17, 2023.

In connection with his appointment, Mr. Kennedy and the Company entered into the Company's standard form of indemnification agreement (the "Indemnification Agreement"). The Indemnification Agreement requires the Company to indemnify Mr. Kennedy to the fullest extent permitted under Delaware law against liabilities that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 7, 2023 Nick W. Evans, Jr., a member of the Board of the Company, notified the Company of his intention to resign from the Board effective as of June 9, 2023. Mr. Evans's resignation is not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

The Board and its management express their deep appreciation to Mr. Evans for his dedicated service and many contributions to the Company during his tenure as a director.

Item 7.01 Regulation FD Disclosure.

On June 12, 2023, the Company issued a press release announcing the appointment of Mr. Kennedy. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01. The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No. Description



  10.1†       Indemnification Agreement, dated June 7, 2023, by and between Via
            Renewables, Inc. and A. Stephen Kennedy
  99.1        Press Release of Via Renewables, Inc. dated June 12, 2023.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

† Management contract, or compensatory plan or arrangement.






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