SEC Filing | Evergy, Inc.

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__________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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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): October 25, 2019

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Evergy, Inc.

(Exact Name of Registrant as Specified in Charter)

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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)

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Evergy Kansas Central, Inc.

(Exact Name of Registrant as Specified in Charter)

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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

Westar Energy, Inc.

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

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Evergy Metro, Inc.

(Exact Name of Registrant as Specified in Charter)

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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

Kansas City Power & Light Company

(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	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 (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. (formerly known as Westar Energy, Inc.) (“Evergy Kansas Central”) and Evergy Metro, Inc. (formerly known as Kansas City Power & Light Company) (“Evergy Metro”). 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 5.04	Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On October 25, 2019, Evergy received a notice from the administrator of the Westar Energy, Inc. Employees’ 401(k) Savings Plan (the “Plan”). The notice stated that the Evergy Stock Fund (the “Evergy Stock Fund”) in the Plan will be entering a blackout period in connection with the merger of the Plan into the Evergy, Inc. 401(k) Savings Plan. The notice stated that, on November 25, 2019, at 3 p.m. Central Time, (a) the Evergy Stock Fund will close to new investments and (b) there will be a limited blackout period during which transactions involving the Evergy Stock Fund will not be permitted. The blackout period is expected to end during the week of December 15, 2019.

In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on October 29, 2019, Evergy sent a notice to its directors and executive officers notifying them of the blackout period in the Evergy Stock Fund and certain trading prohibitions that they will be subject to during the blackout period.

During the blackout period and for a period of two years after the ending date of the blackout period, holders of Evergy’s common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written request to Evergy, Inc., Attention: Corporate Secretary Department; 1200 Main Street, Kansas City, Missouri 64105, or by calling (816) 556-2200.

A copy of the notice that was sent by Evergy to its directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

99.1	Notice to Directors and Executive Officers of Evergy, Inc., dated October 29, 2019.
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 be signed on their behalf by the undersigned hereunto duly authorized.



	Evergy, Inc.



	/s/ Heather A. Humphrey
	Heather A. Humphrey
	Senior Vice President, General Counsel and Corporate Secretary



	Evergy Kansas Central, Inc.



	/s/ Heather A. Humphrey
	Heather A. Humphrey
	Senior Vice President, General Counsel and Corporate Secretary



	Evergy Metro, Inc.



	/s/ Heather A. Humphrey
	Heather A. Humphrey
	Senior Vice President, General Counsel and Corporate Secretary

Date: October 30, 2019

Exhibit

Exhibit 99.1

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD

AND RESTRICTIONS ON YOUR RIGHTS TO TRADE

EVERGY, INC. COMMON STOCK DURING THE BLACKOUT PERIOD



TO:	Directors and Executive Officers of Evergy, Inc.

FROM:	Jeffrey C. DeBruin

DATE:	October 29, 2019

The purpose of this notice is to inform you that the Evergy, Inc. (“Evergy”) Stock Fund (the “Evergy Stock Fund”) in the Westar Energy, Inc. Employees’ 401(k) Savings Plan (the “Plan”) will enter a “blackout period” to facilitate the merger of the Plan into the Evergy, Inc. 401(k) Savings Plan. During the blackout period, the Evergy Stock Fund will close to new investments and there will be a time during which transactions (including loans, withdrawals and distributions) involving the Evergy Stock Fund will not be permitted. In addition, your ability to engage in transactions involving Evergy stock is limited during the blackout period, regardless of whether you participate in the Plan or invest in Evergy stock under the Plan.

Under Securities and Exchange Commission (“SEC”) rules published pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, a director or executive officer generally may not trade Evergy’s securities that were acquired in connection with his or her service as a director or executive officer during the Plan blackout period, even if held outside the Plan. This restriction includes direct and indirect acquisitions and dispositions of any Evergy securities in which you have a pecuniary interest, such as securities held by family members.

All shares of Evergy stock held by you will be presumed to be acquired in connection with your service as a director or executive officer and subject to the trading restrictions unless (i) you can establish by specific identification that the stock was not acquired in connection with your service and (ii) this identification is consistent with the treatment of the stock for all other purposes related to the transaction (e.g., for tax purposes). The SEC rules provide a limited number of exemptions from the trading restrictions. Bona fide gifts are permitted during this time. In addition, you can enter into “Rule 10b5-1” trading plans as long as any sales do not occur during the Plan blackout period, and sales under Rule 10b5-1 trading plans that were entered into prior to the Plan blackout period can occur. Please contact Jeff DeBruin at 1200 Main Street, 16^th Floor, Kansas City, Missouri 64105, or (816) 654-1882, with questions.

Violations of the trading restrictions will allow Evergy, or an Evergy security holder acting on behalf of Evergy, to bring an action to recover the profits realized by the director or executive officer. In addition, the SEC may bring an action, including civil injunction proceedings, cease-and-desist actions, civil penalties and all other remedies available to the SEC under the Exchange Act, including, in some cases, criminal penalties.

Key Dates for Prohibition from Trading in Evergy, Inc. Common Stock:

The blackout period will commence on November 25, 2019 at 3 p.m. Central Time and is expected to end during the week of December 15, 2019. We will notify you when the blackout period ends. While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout is needed. Please contact Jeff DeBruin with any questions you may have regarding this notice and your ability to engage in transactions involving Evergy stock.

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evergyinc.com