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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): May 1, 2025

 

Commission

File Number

Registrant; State of Incorporation

Address; and Telephone Number

I.R.S. Employer

Identification No.

     
1-5324

EVERSOURCE ENERGY

(a Massachusetts voluntary association)

300 Cadwell Drive

Springfield, Massachusetts 01104

Telephone: (800) 286-5000  

04-2147929
     
0-00404

THE CONNECTICUT LIGHT AND POWER COMPANY

(a Connecticut corporation)

107 Selden Street

Berlin, Connecticut 06037-1616

Telephone: (800) 286-5000  

06-0303850
     
1-02301

NSTAR ELECTRIC COMPANY

(a Massachusetts corporation)

800 Boylston Street

Boston, Massachusetts 02199

Telephone: (800) 286-5000

04-1278810
     
1-6392

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

(a New Hampshire corporation)

Energy Park

780 North Commercial Street

Manchester, New Hampshire 03101-1134

Telephone: (800) 286-5000  

02-0181050

 

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 Instruction 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:
Registrant Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Eversource Energy

Common Shares, $5.00 par value per share

ES New York Stock Exchange
The Connecticut Light and Power Company None N/A N/A
NSTAR Electric Company None N/A N/A
Public Service Company of New Hampshire None N/A N/A

 

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

Eversource Energy ¨
The Connecticut Light and Power Company ¨
NSTAR Electric Company ¨
Public Service Company of New Hampshire ¨

 

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.

 

Eversource Energy ¨
The Connecticut Light and Power Company ¨
NSTAR Electric Company ¨
Public Service Company of New Hampshire ¨

 

 

 

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THE CONNECTICUT LIGHT_Pre-commencement communications pursuant ¨
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NSTAR ELECTRIC_Written communications ¨
NSTAR ELECTRIC_Soliciting material pursuant to ¨
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Section 2Financial Information

 

Item 2.02Results of Operations and Financial Conditions.

 

On May 1, 2025, Eversource Energy (the “Company”) issued a news release announcing its unaudited results of operations for the three months ended March 31, 2025, and related financial information for certain of its subsidiaries as of and for the same period. A copy of the news release and related unaudited financial reports are attached as Exhibits 99.1 and 99.2, and are incorporated herein by reference thereto.

 

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended (the “Securities Act”), unless specified otherwise.

 

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 1, 2025, Eversource Energy filed an amendment to its Declaration of Trust (the “Amendment”) with the Secretary of the Commonwealth of Massachusetts to revise all provisions that require more than a majority vote to a majority-only vote and allow annual meetings of Shareholders to be held in person or virtually as the Board may determine.

 

As disclosed in Item 5.07 of this report, on May 1, 2025, the shareholders of the Company, by the affirmative vote of at least two-thirds of all common shares outstanding and entitled to vote on the matter, approved the proposal authorizing the Company to amend its Declaration of Trust as described above.

 

The Amendment is filed as Exhibit 3.1 to this report and is incorporated herein by reference.

 

A complete copy of the Declaration of Trust, as amended, will be filed as an exhibit to Eversource Energy’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

(a)            On May 1, 2025, the Company held its 2025 Annual Meeting of Shareholders.

 

(b)           Shareholders voted on the proposals set forth below. For more information on the following proposals, see the Company’s Proxy Statement dated March 21, 2025. On March 4, 2025, the record date for the Annual Meeting, there were 361,081,902 common shares outstanding and entitled to vote. At the Annual Meeting, 325,317,538 common shares were represented, in person or by proxy, constituting a quorum.

 

 

 

(1)       Election of Trustees. The shareholders elected each of the nine nominees to the Board of Trustees for a one-year term by a majority of the outstanding common shares:

 

Trustee   For  

Against

  Abstained   Broker Non-Votes
Cotton M. Cleveland   265,340,124   27,163,487   648,684   32,165,241
Linda Dorcena Forry   289,808,054   2,704,306   639,936   32,165,241
Gregory M. Jones   289,981,589   2,478,515   692,192   32,165,241
Lorretta D. Keane   289,078,743   3,416,375   657,178   32,165,241
John Y. Kim   286,788,692   5,628,455   735,150   32,165,241
David H. Long   285,804,153   6,613,996   734,147   32,165,241
Joseph R. Nolan, Jr.   273,601,075   18,135,254   1,415,967   32,165,241
Daniel J. Nova   280,517,566   11,929,253   705,477   32,165,241
Frederica M. Williams   264,241,149   28,198,229   712,917   32,165,241

  

(2)       The shareholders approved, on an advisory basis, the compensation of the Company’s 2024 Named Executive Officers:

 

For   Against   Abstained   Broker Non-Votes
166,777,134   125,123,492   1,251,670   32,165,241

  

(3)       The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025:

 

For   Against   Abstained   Broker Non-Votes
299,369,403   25,086,109   862,026   0

 

(4)       The shareholders approved a proposed amendment to the Company’s Declaration of Trust to eliminate supermajority voting requirements and allow virtual annual meetings of shareholders.

 

For   Against   Abstained   Broker Non-Votes
286,040,724   6,091,716   1,019,857   32,165,241

  

(5)       The shareholders did not approve a shareholder proposal titled “Support an Independent Board Chairman.”

  

For   Against   Abstained   Broker Non-Votes
138,111,855   153,366,219   1,674,222   32,165,241

 

Section 7Regulation FD

 

Item 7.01Regulation FD Disclosure.

 

On May 2, 2025, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the Company’s financial performance through the first quarter of 2025. The webcast will be accessible from the Investors section of the Eversource Energy website at www.eversource.com. Attached as Exhibit 99.3 and incorporated herein by reference are the slides to be discussed by Eversource Energy during the conference call.

 

The information contained in this Item 7.01, including Exhibit 99.3, shall not be deemed “filed” with the SEC nor incorporated by reference into any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act, unless specified otherwise.

 

 

 

Section 9Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit
Number
Description
3.1 Amendment to the Eversource Energy Declaration of Trust.
99.1 News Release of Eversource Energy dated May 1, 2025.
99.2 Financial Report for the three months ended March 31, 2025.
99.3 May 2, 2025, presentation slides.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

  EVERSOURCE ENERGY
THE CONNECTICUT LIGHT AND POWER COMPANY
NSTAR ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(Registrants)
   
   
May 1, 2025   By: /s/ Jay S. Buth
    Jay S. Buth
    Vice President, Controller and Chief Accounting Officer