HUBBELL INC false 0000048898 0000048898 2024-11-19 2024-11-19

 

 

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): November 19, 2024

 

 

HUBBELL INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Connecticut   1-2958   06-0397030
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

40 Waterview Drive    
Shelton, Connecticut     06484
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number, including area code: (475) 882-4000

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 240.14a-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:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Common Stock - par value $0.01 per share   HUBB   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. ☐

 

 

 

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

On November 19, 2024, the Board of Directors (the “Board”) of Hubbell Incorporated (the “Company”) elected Garrick J. Rochow as an independent director of the Company, effective as of that date (the “Effective Date”). Mr. Rochow was appointed to serve on the Board’s Audit Committee and the Board’s Finance Committee upon the commencement of his term as a member of the Board.

There is no arrangement or understanding between Mr. Rochow and any other person relating to the selection of Mr. Rochow as a director of the Company. Neither Mr. Rochow nor any immediate family member of Mr. Rochow has been or is currently proposed to be a participant in any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).

Mr. Rochow received a restricted stock award valued at $160,000 on the Effective Date and will participate in the standard non-employee director compensation arrangements established by the Company, as described under the section entitled “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2024.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on November 19, 2024 announcing the election of Garrick Rochow. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.   

Document Description

99.1    Press Release, dated November 19, 2024.
104*    Cover Page Interactive Data File (formatted as Inline XBRL)

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.

 

HUBBELL INCORPORATED
By:  

/s/ Katherine A. Lane

  Name:   Katherine A. Lane
  Title:  

Senior Vice President, General

Counsel and Secretary

Date: November 19, 2024

Exhibit 99.1

 

LOGO

 

      Date: November 19, 2024    NEWS RELEASE

 

     

Hubbell Incorporated

40 Waterview Drive

Shelton, CT 06484

475-882-4000

GARRICK J. ROCHOW ELECTED TO THE HUBBELL INCORPORATED

BOARD OF DIRECTORS

SHELTON, CT. (November 19, 2024) – The Board of Directors of Hubbell Incorporated (NYSE: HUBB) announces the election of Garrick J. Rochow as a Director of the company effective November 19, 2024. This addition to the Hubbell Board brings the total number of Directors to ten, of which nine are independent.

Hubbell’s Chairman, President and CEO, Gerben Bakker said, “On behalf of the Board of Directors, I am pleased to welcome Garrick to Hubbell. His leadership and deep understanding of the utility industry make him a great addition to Hubbell’s Board. As Hubbell continues to support our customers with critical infrastructure solutions enabling grid modernization and electrification, I am confident that Garrick’s experience and insights in these areas will serve the Board well.”

Mr. Rochow is the President, Chief Executive Officer and a Director of CMS Energy Corporation (“CMS”) and Consumers Energy Company (“Consumers”), a subsidiary of CMS. CMS is an energy company operating primarily in Michigan and the parent holding company of several subsidiaries, including Consumers, an electric and gas utility, and NorthStar Clean Energy, primarily a domestic independent power producer and marketer. Prior to becoming CEO of CMS, Mr. Rochow held positions of increasing responsibility at CMS over his twenty (20) plus year career there, including as the executive vice president of operations, senior vice president of distribution and customer operations, vice president of customer experience, rates and regulation and quality and chief customer officer after serving as vice president of energy delivery. He has been a Director of CMS Energy and Consumers Energy since December 2020. Mr. Rochow graduated from Michigan Technological University with a bachelor’s degree in environmental engineering and earned a master’s degree in business administration from Western Michigan University. Mr. Rochow also serves on the boards of various other civic and business organizations.

About Hubbell Incorporated

Hubbell Incorporated is a leading manufacturer of utility and electrical solutions enabling customers to operate critical infrastructure safely, reliably and efficiently. With 2023 revenues of $5.4 billion, Hubbell solutions electrify economies and energize communities. The corporate headquarters is located in Shelton, CT.

Contact:

 

Dan Innamorato

Hubbell Incorporated

40 Waterview Drive

P.O. Box 1000

Shelton, CT 06484

(475) 882-4000

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