SEC Filing | Evergy, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 4, 2024

Evergy, Inc.

(Exact Name of Registrant as Specified in Charter)


Missouri	001-38515	82-2733395
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 Main Street

Kansas City, Missouri 64105

(Address of Principal Executive Offices, and Zip Code)

(816)

556-2200

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Evergy Kansas Central, Inc.

(Exact Name of Registrant as Specified in Charter)


Kansas	001-03523	48-0290150
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

818 South Kansas Avenue

Topeka, Kansas 66612

(Address of Principal Executive Offices, and Zip Code)

(785)

575-6300

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Evergy Metro, Inc.

(Exact Name of Registrant as Specified in Charter)


Missouri	000-51873	44-0308720
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 Main Street

Kansas City, Missouri 64105

(Address of Principal Executive Offices, and Zip Code)

(816)

556-2200

Registrant’s Telephone Number, Including Area Code

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 communication 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

communication pursuant to Rule

14d-2(b)

under the Exchange Act (17 CFR

240.14d-2(b))

☐

Pre-commencement

communication 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
Evergy, Inc. common stock	EVRG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934 (17 CFR

§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. ☐

This combined Current Report on Form

8-K

is provided by the following registrants: Evergy, Inc. (“Evergy”), Evergy Kansas Central, Inc. (“Evergy Kansas Central”) and Evergy Metro, Inc. (“Evergy Metro,” and collectively with Evergy and Evergy Kansas Central, the “Evergy Companies”). Information relating to any individual registrant is filed by such registrant solely on its own behalf. Each registrant makes no representation as to information relating exclusively to the other registrants.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 4, 2024, Kirkland B. Andrews resigned as Executive Vice President and Chief Financial

Officer

the

Evergy

Companies

effective on June 21, 2024 (the “Effective Date”). Mr. Andrews advised the Evergy Companies that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On June 7, 2024, the Evergy Companies’ Boards of Directors (the “Board”) appointed Geoffrey T. Ley as Vice President, Acting

Chief

Financial Officer and Treasurer and designated him as the Evergy Companies’ principal financial officer effective on the Effective Date. Mr. Ley, age 50, served as Vice President, Financial Planning & Analysis from June 2021 through December 2022 when he became Vice President, Corporate Planning and Treasurer. Mr. Ley previously served as vice president and chief financial officer at Hunt Refining Company from 2019-2021 where he had primary oversight of the accounting, information technology, supply chain, and treasury functions. Prior to joining Hunt Refining, Mr. Ley was vice president and treasurer for Hunt Utility Services (2014-2019), the management company for InfraREIT, Inc. where he led the treasury, corporate planning and performance management functions. Before joining Hunt Utility Services, Mr. Ley served as the director of corporate finance at Energy Future Holdings Corporation, where he managed rating agency relationships and debt capital market activities. Mr. Ley held various corporate planning and treasury-related roles at TXU Corporation and Energy Future Holdings Corporation (2007-2014). Mr. Ley also worked for 10 years at

Frito-Lay

in various roles within research & development focused on developing and commercializing new products.

Mr. Ley holds a bachelor’s degree from Purdue University in chemical engineering and a master of business administration from Southern Methodist University.

In connection with his appointment as Acting Chief Financial Officer and Treasurer, Mr. Ley will continue to receive his current annual base salary of $344,000 and will continue to participate in the Evergy Companies’ annual incentive plan, with an initial target award equal to 50% of his base salary, and in the Evergy, Inc. Long Term Incentive Plan, with an initial target grant date award equal to 72.5% of his base salary. Mr. Ley will also receive additional compensation as follows for 2024: (i) two cash retention payments of $50,000 (payable June 21, 2024) and $175,000 (payable March 15, 2025) and (ii) an award of restricted stock units under the Evergy, Inc. Long Term Incentive Plan with annual tranche vesting over three years, 1/3 per year with an aggregate value of $250,000.

As a current officer of the Evergy Companies, Mr. Ley is already party to standard forms of the amended and restated

change-in-control

severance agreement, executive severance plan, and indemnification agreement. The forms of these agreements were previously filed as Exhibit 10.20 to the Evergy Companies’ combined Form

10-K

for the year ended December 31, 2023, Exhibit 10.1 to Evergy’s

Form 10-Q

for the quarter ended September 30, 2019, and Exhibit 10.2 to the Evergy Companies’ combined

Form 10-Q

for the quarter ended September 30, 2018, respectively.

There are no arrangements or understandings between Mr. Ley and any other person pursuant to which he was selected as an officer or director. In addition, there are no family relationships between Mr. Ley and any director or executive officer of the Evergy Companies, and Mr. Ley has not been party to any related person transactions with the Evergy Companies.

Item 7.01

Regulation FD Disclosure.

On June 10, 2024, Evergy issued a press release announcing Mr. Andrews’ resignation and the appointment of Mr. Ley, as described above. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

The information under this Item 7.01 and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information under this Item 7.01 and in Exhibit 99.1 shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise expressly indicated in such registration statement or other document.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

99.1		Press Release of Evergy, Inc., dated June 10, 2024.

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 registrants have duly caused

this

report to

signed on

their

behalf

the undersigned hereunto duly authorized.


EVERGY, INC.

By:		/s/ Heather A. Humphrey
Name:		Heather A. Humphrey
Title:		Senior Vice President, General Counsel and Corporate Secretary

EVERGY KANSAS CENTRAL, INC.

By:		/s/ Heather A. Humphrey
Name:		Heather A. Humphrey
Title:		Senior Vice President, General Counsel and Corporate Secretary


EVERGY METRO, INC.

By:		/s/ Heather A. Humphrey
Name:		Heather A. Humphrey
Title:		Senior Vice President, General Counsel and Corporate Secretary

Date: June 10, 2024

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Evergy Announces CFO Transition

Kirk Andrews to depart as CFO; Geoffrey Ley appointed acting CFO

KANSAS CITY, MO., June 10, 2024 – Evergy, Inc. (NASDAQ: EVRG) announced today the departure of Executive Vice President and Chief Financial Officer (CFO) Kirk Andrews. Andrews will leave to become CFO at Consolidated Edison, Inc. (NYSE: ED). Evergy has named Geoffrey Ley, vice president, corporate planning and treasurer, as acting CFO, effective when Andrews leaves the company on June 21, 2024.

Ley will serve as acting CFO while the company conducts an internal and external search for the role. Ley joined the company in 2021, and will continue with his current responsibilities in addition to serving as acting CFO. Prior to Evergy, Ley was vice president and chief financial officer at Hunt Refining Company, where he had primary oversight of the accounting, information technology, supply chain, and treasury functions. He also recently served in financial leadership roles at InfraREIT, TXU, and Energy Future Holdings Corporation.

“Kirk has an been an invaluable member of Evergy’s executive leadership team since he joined the company in 2021 and we wish him all the best in the next chapter of his career,” said David Campbell, Evergy’s, chairman and chief executive officer. “Geoff brings an outstanding capability set to the role of acting CFO and I look forward to working closely with him as we advance Evergy’s strategic agenda.“

“While I’m excited about this next phase of my career and looking forward to being closer to my family, it has been a privilege to work at Evergy and further establish its position as a leading Midwest utility with a solid plan for the future,” said Andrews. “I am grateful for the opportunity I’ve had to work with the Evergy team. Having worked closely with Geoff Ley since bringing him on board shortly after I joined the team, I have every confidence that his significant leadership experience in finance and accounting roles, coupled with his understanding of our business will position him well to take on the role of acting CFO.”

About Evergy

Evergy, Inc. (NASDAQ: EVRG), serves 1.7 million customers in Kansas and Missouri. Evergy’s mission is to empower a better future. Our focus remains on producing, transmitting and delivering reliable, affordable, and sustainable energy for the benefit of our stakeholders. Today, about half of Evergy’s power comes from carbon-free sources, creating more reliable energy with less impact to the environment. We value innovation and adaptability to give our customers better ways to manage their energy use, to create a safe, diverse and inclusive workplace for our employees, and to add value for our investors. Headquartered in Kansas City, our employees are active members of the communities we serve.

For more information about Evergy, visit us at www.evergy.com.

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NEWS RELEASE

FOR IMMEDIATE RELEASE

Forward Looking Statements

Statements made in this document that are not based on historical facts are forward-looking, may involve risks and uncertainties, and are intended to be as of the date when made. Forward-looking statements include, but are not limited to, statements relating to Evergy’s strategic plan, including, without limitation, those related to earnings per share, dividend, operating and maintenance expense and capital investment goals; the outcome of legislative efforts and regulatory and legal proceedings; future energy demand; future power prices; plans with respect to existing and potential future generation resources; the availability and cost of generation resources and energy storage; target emissions reductions; and other matters relating to expected financial performance or affecting future operations. Forward-looking statements are often accompanied by forward-looking words such as “anticipates,” “believes,” “expects,” “estimates,” “forecasts,” “should,” “could,” “may,” “seeks,” “intends,” “proposed,” “projects,” “planned,” “target,” “outlook,” “remain confident,” “goal,” “will” or other words of similar meaning. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from the forward-looking information.

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Evergy Companies are providing a number of risks, uncertainties and other factors that could cause actual results to differ from the forward-looking information. These risks, uncertainties and other factors include, but are not limited to: economic and weather conditions and any impact on sales, prices and costs; changes in business strategy or operations; the impact of federal, state and local political, legislative, judicial and regulatory actions or developments, including deregulation, re-regulation, securitization and restructuring of the electric utility industry; decisions of regulators regarding, among other things, customer rates and the prudency of operational decisions such as capital expenditures and asset retirements; changes in applicable laws, regulations, rules, principles or practices, or the interpretations thereof, governing tax, accounting and environmental matters, including air and water quality and waste management and disposal; the impact of climate change, including increased frequency and severity of significant weather events and the extent to which counterparties are willing to do business with, finance the operations of or purchase energy from the Evergy Companies due to the fact that the Evergy Companies operate coal-fired generation; prices and availability of electricity and natural gas in wholesale markets; market perception of the energy industry and the Evergy Companies; the impact of future pandemic health events on, among other things, sales, results of operations, financial position, liquidity and cash flows, and also on operational issues, such as supply chain issues and the availability and ability of the Evergy Companies’ employees and suppliers to perform the functions that are necessary to operate the Evergy Companies; changes in the energy trading markets in which the Evergy Companies participate, including retroactive repricing of transactions by regional transmission organizations (RTO) and independent system operators; financial market conditions and performance, disruptions in the banking industry, including volatility in interest rates and credit spreads and in availability and cost of capital and the effects on derivatives and hedges, nuclear decommissioning trust and pension plan assets and costs; impairments of long-lived assets or goodwill; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of physical and cybersecurity breaches, criminal activity, terrorist attacks, acts of war and other disruptions to the Evergy Companies’ facilities or information technology infrastructure or the facilities and infrastructure of third-party service providers on which the Evergy Companies rely; impact of geopolitical conflicts on the global energy market; ability to carry out marketing and sales plans; cost, availability, quality and timely provision of equipment, supplies, labor and fuel; impacts of tariffs; ability to achieve generation goals and the occurrence and duration of planned and unplanned generation outages; delays and cost increases of generation, transmission, distribution or other projects; the Evergy Companies’ ability to manage their transmission and distribution development plans and transmission joint ventures; the inherent risks associated with the ownership and operation of a nuclear facility, including environmental, health, safety, regulatory and financial risks; workforce risks, including those related to the Evergy Companies’ ability to attract and retain qualified personnel, maintain satisfactory relationships with their labor unions and manage costs of, or changes in, wages, retirement, health care and other benefits; disruption, costs and uncertainties caused by or related to the actions of individuals or entities, such as activist shareholders or special interest groups, that seek to influence Evergy’s strategic plan, financial results or operations; the impact of changing expectations and demands of the Evergy Companies’ customers, regulators, investors and stakeholders, including heightened emphasis on environmental, social and governance concerns; the possibility that strategic initiatives, including mergers, acquisitions and divestitures, and long-term financial plans, may not create the value that they are expected to achieve in a timely manner or at all; difficulties in maintaining relationships with customers, employees, regulators or suppliers; and other risks and uncertainties.

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NEWS RELEASE

FOR IMMEDIATE RELEASE

This list of factors is not all-inclusive because it is not possible to predict all factors. You should also carefully consider the information contained in the Evergy Companies’ other filings with the Securities and Exchange Commission (SEC). Additional risks and uncertainties are discussed from time to time in current, quarterly and annual reports filed by the Evergy Companies with the SEC. New factors emerge from time to time, and it’s not possible for the Evergy Companies to predict all such factors, nor can the Evergy Companies assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement. Given these uncertainties, undue reliance should not be placed on these forward-looking statements. The Evergy Companies undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact:

Pete Flynn

Director, Investor Relations

Phone: 816-652-1060

Peter.Flynn@evergy.com

Media Contact:

Gina Penzig

Director, Corporate Communications

Phone: 785-508-2410

Gina.Penzig@evergy.com

Media line: 888-613-0003

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