ITC Holdings Corporation

11/23/2021 | Press release | Distributed by Public on 11/23/2021 15:44

Management Change/Compensation - Form 8-K


Washington, DC 20549


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):November 18, 2021

(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32576
Michigan 32-0058047
(State of Incorporation) (IRS Employer Identification No.)

27175 Energy Way, Novi, Michigan48377
(Address of principal executive offices) (zip code)

(248) 946-3000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. o

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 November 18, 2021, the shareholder of ITC Holdings Corp. (the "Company") appointed Jocelyn Perry and Leanne Bell as directors of the Company, effective as of January 1, 2022 and February 1, 2022, respectively.
There are no understandings or arrangements between Ms. Perry or Ms. Bell and any other person pursuant to which Ms. Perry or Ms. Bell were selected as directors of the Company. Neither Ms. Perry nor Ms. Bell have any family relationship with any director or executive officer of the Company.
In connection with their service as directors, both Ms. Perry and Ms. Bell will be compensated under the Company's standard non-employee director compensation arrangement described in the Company's most recent Annual Report on Form 10-K. The Board of Directors (the "Board") of the Company appointed both Ms. Perry and Ms. Bell to serve on the Audit & Risk committee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On November 18, 2021, the shareholder of the Company adopted the Ninth Amended and Restated Bylaws, amending the Company's bylaws as currently in effect. The changes are effective immediately.
The primary modification in the Ninth Amended and Restated Bylaws is the increase in size of the Board of the Company. Specifically, Section 5.02 was modified to increase the maximum size of the Board from 11 to 12 members (as before, subject to determination from time to time by the shareholder).
The above description of the modifications to the Ninth Amended and Restated Bylaws does not purport to be a complete statement of such modifications. Such description is qualified in its entirety by reference to the Seventh Amended and Restated Bylaws, which will be filed as an exhibit to the Company's next Annual Report on Form 10-K.

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.
November 23, 2021
By: /s/ Christine Mason Soneral
Christine Mason Soneral
Its: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary