8-KA CFO CAO Transition true 0001126956 0001126956 2024-11-14 2024-11-14 0001126956 sr:CommonStockCustomMember 2024-11-14 2024-11-14 0001126956 sr:DepositarySharesCustomMember 2024-11-14 2024-11-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 14, 2024
 
Commission
File Number
  
Name of Registrant, Address of Principal
Executive Offices and Telephone Number
  
State of
Incorporation
  
IRS Employer
Identification No.
1-16681
  
Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500
  
Missouri
  
74-2976504
 
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 240.14a-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 13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
         
Common Stock $1.00 par value
  
SR
  
New York Stock Exchange LLC
         
Depositary Shares, each representing a 1/1,000th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share
  
SR.PRA
  
New York Stock Exchange LLC
 
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.    ☐  
 
Explanatory Note
 
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed earlier on November 18, 2024 by Spire Inc. solely to correct Mr. Woodard's potential annual cash incentive bonus percentage and to include as Exhibit 99.1 the correct version of the news release distributed that morning.
 
 
 
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On November 14, 2024, the Board of Directors of Spire Inc. (the “Company”) approved the appointment of Adam W. Woodard, 53, to the position of Executive Vice President and Chief Financial Officer, and Timothy W. Krick, 50, to the position of Vice President and Chief Accounting Officer, each effective January 1, 2025. Steven P. Rasche, the Company’s current Executive Vice President and Chief Financial Officer and Chief Accounting Officer, has announced his retirement and will continue with the Company as Senior Adviser from January 1, 2025 until his retirement on April 1, 2025.
 
Mr. Woodard has served since 2018 as the Company’s Vice President and Treasurer. In 2019, he also became Chief Financial Officer of Spire’s utility businesses. Prior to joining Spire, Woodard worked for 21 years in the investment banking division of A.G. Edwards & Sons, which later became Wells Fargo Securities. As a banker, he provided advice and financing to companies across the energy sector. 
 
Mr. Krick has served since 2017 as the Company’s Vice President and Controller. He has worked for the Company since 2014, and prior to joining Spire, he worked in finance at Sigma Aldrich for 14 years.
 
There are no family relationships between Mr. Woodard or Mr. Krick and any of the directors or executive officers of the Company, and there are no transactions in which Mr. Woodard or Mr. Krick has had an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Woodard or Mr. Krick and any other person pursuant to which Mr. Woodard or Mr. Krick was approved as an officer of the Company other than as specified below.
 
The material terms of Mr. Woodard’s compensatory arrangement related to his role as Executive Vice President and Chief Financial Officer will be as follows:
 
●
His annual base salary will be $401,805.
●
He will be eligible for an annual cash incentive bonus equal to 50% of his annual base salary at target performance and capped at 112.5% of his annual base salary.
●
On November 22, 2024, Mr. Woodard will receive an equity grant with a fair market value on the date of grant equal to $400,000, of which (i) 75% will be performance-contingent stock units that become eligible to vest on November 22, 2027 so long as certain performance metrics are satisfied, and (ii) 25% will be granted in restricted stock, which will vest on November 22, 2027 if Mr. Woodard continues employment through that date.
●
Mr. Woodard will continue to participate in the Company’s Executive Severance Plan, which is described in our most-recent proxy statement that was filed with the Securities and Exchange Commission on December 13, 2023.
●
Additionally, Mr. Woodard will continue to be eligible to participate in the Company’s standard benefit package available to other employees including group health benefits, life insurance, pension and 401(k) plans, and other benefits.
 
The material terms of Mr. Krick’s compensatory arrangement related to his role as Vice President and Chief Accounting Officer will be as follows:
 
●
His annual base salary will be $296,852.
●
He will be eligible for an annual cash incentive bonus equal to 35% of his annual base salary at target performance and capped at 52.5% of his annual base salary.
●
On November 22, 2024, Mr. Krick will receive an equity grant with a fair market value on the date of grant equal to $150,000, of which (i) 75% will be performance-contingent stock units that become eligible to vest on November 22, 2027 so long as certain performance metrics are satisfied, and (ii) 25% will be granted in restricted stock, which will vest on November 22, 2027 if Mr. Krick continues employment through that date.
●
Mr. Krick will continue to participate in the Company’s Executive Severance Plan, which is described in our most-recent proxy statement that was filed with the Securities and Exchange Commission on December 13, 2023.
●
Additionally, Mr. Krick will continue to be eligible to participate in the Company’s standard benefit package available to other employees including group health benefits, life insurance, pension and 401(k) plans, and other benefits.
 
 
 
 
Item 7.01 Regulation FD Disclosure
 
The Company issued a news release announcing the appointment of Messrs. Woodard and Krick, as well as the retirement of Mr. Rasche, a copy of which is included as Exhibit 99.1.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits.
 
99.1
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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
     
Spire Inc.
         
Date:
November 18, 2024
  
By:
/s/ Courtney M. Vomund
       
Courtney M. Vomund
Vice President, Chief Administrative Officer & Corporate Secretary
 
 
 

Exhibit 99.1

 
spire_rlogoorange-rgb67.jpg

 

Investor Contact:
Megan McPhail
314-309-6563
Megan.McPhail@SpireEnergy.com
 
Media Contact:
Jason Merrill
314-342-3300
Jason.Merrill@SpireEnergy.com

 

Spire Inc. announces chief financial officer retirement, successor

 

ST. LOUIS (November 18, 2024) - Spire Inc. (NYSE: SR) today announced that Steve Rasche will step down as executive vice president and chief financial officer, effective Jan. 1, 2025. He will continue to serve as a senior adviser until his retirement on April 1, 2025. Adam Woodard, Spire’s vice president and treasurer, will succeed him as executive vice president and chief financial officer effective Jan. 1, 2025.

 

After joining Spire in 2009 and becoming CFO in 2013, Rasche helped drive significant growth, leading Spire to become one of the largest publicly traded natural gas companies in the country.

 

“On behalf of the Board of Directors and all of Spire, I want to thank Steve for his many contributions to Spire. He has built an incredibly solid team and under his leadership, he has guided Spire through a remarkable growth trajectory,” said Steve Lindsey, Spire president and chief executive officer. “Having a seasoned leader like Adam in place to succeed Steve positions Spire well for continued success.”

 

As CFO, Woodard will have oversight of the company’s accounting and treasury, investor relations, financial planning and analysis, and supply chain functions. Woodard will also continue to oversee strategy and corporate development.

 

Woodard steps into the role after serving since 2018 as vice president and treasurer. In 2019, he took on added responsibility as chief financial officer of Spire’s utility businesses.

 

Prior to joining Spire, Woodard worked for 21 years at A.G. Edwards & Sons, which later became Wells Fargo Securities. As an investment banker, he worked with companies across the energy sector.

 

In addition, Tim Krick, vice president and controller, will become chief accounting officer for Spire. Krick brings extensive experience to the role, with almost 11 years as part of Spire’s finance team and another decade in accounting leadership roles at St. Louis-based Sigma-Aldrich.

 

About Spire

At Spire Inc. (NYSE: SR) we believe energy exists to help make people’s lives better. It’s a simple idea, but one that’s at the heart of our company. Every day we serve 1.7 million homes and businesses making us one of the largest publicly traded natural gas companies in the country. We help families and business owners fuel their daily lives through our gas utilities serving Alabama, Mississippi and Missouri. Our natural gas-related businesses include Spire Marketing and Spire Midstream. We are committed to transforming our business through growing organically, investing in infrastructure, and advancing through innovation. Learn more at SpireEnergy.com.

 

###

 
v3.24.3
Document And Entity Information
Nov. 14, 2024
Document Information [Line Items]  
Entity, Registrant Name Spire Inc.
Document, Type 8-K/A
Document, Period End Date Nov. 14, 2024
Entity, File Number 1-16681
Entity, Address, Address Line One 700 Market Street
Entity, Address, City or Town St. Louis
Entity, Address, State or Province MO
Entity, Address, Postal Zip Code 63101
City Area Code 314
Local Phone Number 342-0500
Entity, Incorporation, State or Country Code MO
Entity, Tax Identification Number 74-2976504
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Description 8-KA CFO CAO Transition
Amendment Flag true
Entity, Central Index Key 0001126956
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
Trading Symbol SR
Security Exchange Name NYSE
DepositaryShares Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Depositary Shares
Trading Symbol SR.PRA
Security Exchange Name NYSE
Grafico Azioni Spire (NYSE:SR-A)
Storico
Da Gen 2025 a Feb 2025 Clicca qui per i Grafici di Spire
Grafico Azioni Spire (NYSE:SR-A)
Storico
Da Feb 2024 a Feb 2025 Clicca qui per i Grafici di Spire