Form 8-K - Current report

false 0001692819 0001692819 2024-12-24 2024-12-24

 

 

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): December 24, 2024

 

 

VISTRA CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38086		36-4833255
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

6555 Sierra Drive Irving, TX				75039
(Address of principal executive offices)				(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

N/A

(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:

 

☐

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.l4a-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, par value $0.01 per share		VST		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. ☐

 

 

 

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

Appointment of Director

On December 24, 2024, upon the recommendation of the Nominating and Governance Committee of the Board of Directors (the “Board”) of Vistra Corp. (the “Company”), and in accordance with the Company’s certificate of incorporation and bylaws, the Board (i) increased the size of the Board from 10 members to 11 members and (ii) elected Robert C. Walters to the Board and the Sustainability and Risk Committee and the Nominating and Governance Committee, effective immediately.

The Board has determined that Mr. Walters satisfies the definition of “independent director” under the listing standards of the New York Stock Exchange.

Mr. Walters retired from Gibson Dunn & Crutcher LLP in 2023 where he served as senior partner and on the firm’s world-wide executive committee. Walters is an experienced and skilled professional, with over four decades of experience in an array of industries and regulatory arenas, including serving as executive vice president and general counsel of Energy Future Holdings Corp. (fka TXU Corp.). In the course of his career, Rob has had deep exposure to the electric utility and power sectors and success in building elite enterprises, recruiting and leading high-performance teams of professionals, developing and executing regional and worldwide strategic initiatives, negotiating and closing major transactions, orchestrating federal and state regulatory, legislative, and policy initiatives, litigating and resolving large competition and commercial disputes, and advising boards of directors on business and governance matters, restructuring efforts, activist initiatives, governmental investigations, and antitrust and competition regulatory matters. Walters received a bachelor’s degree and law degree from the University of Texas at Austin.

There are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”)) between Mr. Walters and the Company. In connection with his service as a member of the Board, he will receive annual director fees, which currently consists of an annual cash retainer of $100,000, plus an additional $10,000 for each of the committees of the Board on which he serves, as well as an annual grant of restricted stock units with a grant date fair value of $180,000 based on the public trading price of the Company’s common stock on the date of the grant. In addition to the above-described compensation, Mr. Walters will enter into the Company’s standard form of indemnification agreement with directors, a copy of which is filed to Exhibit 10.22 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 29, 2024, and which is incorporated herein by reference.

Item 7.01 – Regulation FD Disclosure

On December 30, 2024, the Company issued a press release announcing the appointment of Mr. Walters, which is attached as Exhibit 99.1 hereto, and is incorporated into this report by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 – Financial Statements and Exhibit

 

Exhibit No.		Description
99.1		Press Release dated December 30, 2024
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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.

 

Dated: December 30, 2024
				VISTRA CORP.
				By:		/s/ Yuki Whitmire
				Name:		Yuki Whitmire
				Title:		Vice President, Associate General Counsel and Corporate Secretary

Exhibit 99.1

 

 

FOR IMMEDIATE PUBLICATION

Vistra Announces Expansion of its Board of

Directors with the Appointment of Rob Walters

IRVING, Texas — Dec. 30, 2024 — Vistra (NYSE: VST) today announced a new addition to its board of directors. Effective today, Rob Walters has been appointed as independent director and will serve on two board committees: Sustainability and Risk Committee and Nominating and Governance Committee. His appointment will expand Vistra’s board to 11 members.

“We are pleased to welcome Rob Walters as a new director to the Vistra board,” said Scott Helm, Vistra’s chairman of the board. “With his deep experience in the power industry, extensive regulatory expertise at the federal and state levels, as well as active civic leadership, Rob brings valuable perspectives to the company as it continues to lead in a very dynamic and transformative energy industry.”

About Rob Walters:

Mr. Walters retired from Gibson Dunn & Crutcher LLP in 2023 where he served as senior partner and on the firm’s worldwide executive committee. Walters is an experienced and skilled professional with over four decades of experience in an array of industries and regulatory arenas, including serving as executive vice president and general counsel of Vistra predecessor Energy Future Holdings Corp. In the course of his career, Rob has had deep exposure to the electric utility and power sectors and success in building elite enterprises, recruiting and leading high-performance teams of professionals, developing and executing regional and worldwide strategic initiatives, negotiating and closing major transactions, orchestrating federal and state regulatory, legislative, and policy initiatives, litigating and resolving large competition and commercial disputes, and advising boards of directors on business and governance matters, restructuring efforts, activist initiatives, governmental investigations, and antitrust and competition regulatory matters. Walters received a bachelor’s degree and law degree from the University of Texas at Austin.

Media

Meranda Cohn

[e-mail]

214-875-8004

Analysts

Eric Micek

[e-mail]

214-812-0046

 

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Vistra News Release

 

 

 

About Vistra

Vistra (NYSE: VST) is a leading Fortune 500 integrated retail electricity and power generation company that provides essential resources to customers, businesses, and communities from California to Maine. Based in Irving, Texas, Vistra is a leader in the energy transformation with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient, power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more at vistracorp.com.

Document and Entity Information	Dec. 24, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001692819
Document Type	8-K
Document Period End Date	Dec. 24, 2024
Entity Registrant Name	VISTRA CORP.
Entity Incorporation State Country Code	DE
Entity File Number	001-38086
Entity Tax Identification Number	36-4833255
Entity Address, Address Line One	6555 Sierra Drive
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75039
City Area Code	(214)
Local Phone Number	812-4600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	VST
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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