Dominion Energy Files 8-K on Board Change and Officer Succession Bylaw

Rhea-AI Filing Summary

Dominion Energy, Inc. (NYSE: D) filed a Form 8-K covering two governance items that occurred between June 24-26, 2025.

Director resignation: On June 24, 2025, director Paul M. Dabbar notified the Board that he would resign effective June 25, 2025 upon his confirmation as U.S. Deputy Secretary of Commerce. The company explicitly states that the departure is not due to any disagreement with Dominion Energy on operations, policies, or practices.

Amended & Restated Bylaws: On June 26, 2025, the Board approved amendments to the company’s Bylaws. The revisions clarify the procedure the Board must follow to appoint successor officers when an office becomes vacant because of death, disability, resignation, removal, disqualification, or other causes. The full amended Bylaws are provided as Exhibit 3.1 and are incorporated by reference.

No financial information, earnings data, or transactional details are included. These changes are largely administrative and governance-focused, with no immediate impact on the company’s financial position or strategic direction. For investors, the filing signals continuity of board oversight during a routine director transition and enhanced clarity on officer succession planning.

Positive

• Director resignation unrelated to disagreements, suggesting board stability.
• Bylaw amendments clarify officer succession, reducing governance and operational risk.

Negative

• Loss of an experienced director could marginally reduce board expertise until a replacement is appointed.

Insights

Corporate Governance Expert

TL;DR: Routine director exit and bylaw tweak; governance continuity maintained, minimal investor impact.

Mr. Dabbar’s government appointment reflects positively on Dominion’s board quality, and the absence of disagreement removes concern about underlying issues. The bylaw update is a standard best-practice enhancement that codifies officer succession mechanics, reducing operational risk. Neither event alters strategic direction or affects cash flows, so valuation implications are negligible. The market is unlikely to react materially.

Risk Analyst

TL;DR: Governance housekeeping; risk profile unchanged.

Losing a director can elevate oversight risk, yet Dominion’s disclosure and the nature of Dabbar’s departure mitigate that concern. Clarified succession language lowers key-person risk at the officer level. Overall credit and equity risk metrics remain stable.

8-K Event Classification

3 items: 5.02, 5.03, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

DOMINION ENERGY, INC false 0000715957 --12-31 0000715957 2025-06-24 2025-06-24

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): June 24, 2025

Dominion Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

Virginia		001-08489		54-1229715
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 East Canal Street Richmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 819-2284

(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 Instructions A.2. below):

☐ 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, no par value		D		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 June 24, 2025, Mr. Paul M. Dabbar informed the Board of Directors (the “Board”) of Dominion Energy, Inc. (the “Company”) of his resignation from the Board upon his confirmation as Deputy Secretary of Commerce, which became effective June 25, 2025. Mr. Dabbar’s resignation is not the result of any disagreement with the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 26, 2025, the Company amended and restated its Bylaws to clarify the process for the Board to designate successor officers in the case the office of any officer becomes vacant by reason of death, disability, resignation, removal, disqualification or otherwise.

The foregoing description is qualified in its entirety by reference to the full text of the Company’s Bylaws, as amended and restated, effective June 26, 2025, which is filed herewith as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibits
3.1		Dominion Energy, Inc. Bylaws, as amended and restated, effective June 26, 2025*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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.

		DOMINION ENERGY, INC.
		Registrant
By:		/s/ Carlos M. Brown
		Carlos M. Brown
		Executive Vice President, Chief Administrative and Projects Officer, and Corporate Secretary

Date: June 27, 2025

FAQ

Why did Dominion Energy director Paul M. Dabbar resign?

He resigned effective June 25, 2025 upon his confirmation as U.S. Deputy Secretary of Commerce; no disagreement with the company was cited.

Does the resignation involve any conflicts with Dominion Energy (D)?

No. The filing states the resignation is not the result of any disagreement with Dominion Energy on any matter.

What changes were made to Dominion Energy's bylaws?

On June 26, 2025 the bylaws were amended to clarify how the Board designates successor officers when vacancies occur.

Is there any financial impact disclosed in this 8-K?

No financial statements or earnings figures were provided; the filing covers governance matters only.

Where can investors read the full amended bylaws?

The bylaws are filed as Exhibit 3.1 to this Form 8-K and are incorporated by reference.