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Date of Report (Date of earliest event reported): November 8, 2023

 

 

 

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:

 

 

 

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.    ☐  

 

 

 

On November 8, 2023, Dr. Stephen S. Schwartz, director of Spire Inc. (the “Company”), announced his resignation from the Company’s Board of Directors (the “Board”), effective after the annual meeting of shareholders on January 25, 2024 (the “2024 Annual Meeting”). Dr. Schwartz serves on the Company’s Audit and Strategy Committees. Dr. Schwartz, who joined the Board in 2018, cited increasing business commitments outside the Company as the reason for his resignation and stated that his resignation was not as a result of any disagreement with management or the Board over the Company’s operations, policies or practices.

 

On November 8, 2023, Mr. Edward L. Glotzbach, Chair of the Board, also announced his retirement from the Board, effective January 25, 2024, due to reaching age 75, in accordance with the Company’s Corporate Governance Guidelines. Mr. Glotzbach joined the Board in 2005, and in addition to serving as Chair of the Board, also serves on the Company’s Audit, Compensation and Human Resources, and Strategy Committees.

 

In connection with Dr. Schwartz’s resignation from the Board, Mr. Steven L. Lindsey, who is currently a member of the Board’s class of directors with terms expiring in 2025, will become a member of the Board’s class of directors with terms expiring in 2024.  

 

On November 9, 2023, the Board voted to decrease the size of the Board from twelve to eleven members effective January 1, 2024 due to the resignation of Ms. Suzanne Sitherwood in connection with her retirement from the Company. The Board further voted to decrease the size of the Board from eleven to nine members effective January 25, 2024 due to the resignation of Dr. Schwartz and the retirement of Mr. Glotzbach.

 

 

 

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.