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~~December 1813, 2019




Commission File Number	Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area code	State or Other Jurisdiction of Incorporation	I.R.S. Employer Identification No.
0-49807	Washington Gas Light Company 1000 Maine Ave., SW Washington, D.C. 20024 (703) 750-4440	District of Columbia and Virginia	53-0162882

Former name or former address, if changed since last report: n/a

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: None

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.

~~Effective~~On ~~November~~December 1813, 2019, the Board of Directors (the “Board”) of Washington Gas Light Company (the “Company”) approved the ~~following~~Washington ~~officer~~Gas ~~changes~~Light Company Long-Term Incentive Plan (the “LTIP”), pursuant to which ~~changes~~awards ~~shall~~of ~~occur~~service-based onphantom units (the “Restricted Units” or ~~before~~“RUs”) ~~December~~and ~~16,~~performance-based ~~2019~~phantom units (the “~~Effective~~Performance ~~Date~~Units” or “PUs”): may be granted to directors, officers, employees and independent contractors of the Company and its affiliates. The LTIP is effective December 13, 2019.

a)A phantom unit represents the ~~appointment~~right to receive cash upon vesting, in an amount based on the average closing price of ~~Donald~~one common share of AltaGas Ltd. (“~~Blue~~AltaGas”), ~~Jenkins~~the asCompany’s ~~President~~indirect ofparent, (the ~~Company~~“Benchmark Security”) for the 20 consecutive trading days immediately preceding the determination date, plus all deemed dividends or distributions with respect to the phantom unit, and in ~~which~~some ~~capacity~~cases the application of a performance multiplier. The terms and conditions applicable to any award of phantom units under the LTIP, heincluding vesting conditions and any performance measures or multipliers to be applied to the phantom unit, will ~~act~~be asdescribed in an award agreement signed by the ~~Company’s~~participant ~~principal~~and ~~executive~~the ~~officer;~~Company.

b) ~~the~~The ~~transition~~LTIP ofwill ~~Adrian~~be ~~Chapman~~administered, ~~from the role of President~~ and ~~Chief~~phantom ~~Executive~~units ~~Officer~~will ~~(“CEO”)~~be ofgranted ~~the~~under ~~Company to~~ the ~~role~~LTIP, ofby ~~Executive Vice President of~~ the ~~Company~~Board, ~~with~~subject ~~Mr.~~to ~~Chapman’s continued service in~~ the ~~capacity~~provisions of ~~Executive Vice President of~~ the ~~Company until his retirement, which is expected to occur in February 2020;~~LTIP.

c)In the ~~appointment~~event of M.a ~~Colleen~~change ~~Starring~~of control (as ~~Senior~~defined ~~Vice~~in ~~President~~the ~~and~~LTIP) ~~Chief~~of ~~Operating~~AltaGas, ~~Officer~~the ofLTIP ~~the~~provides ~~Company;~~that ~~and~~outstanding phantom units will be treated as follows:

d)• If the ~~elimination~~surviving entity assumes the LTIP and outstanding phantom units and the Board of Directors of AltaGas determines that the ~~office~~benchmark security of ~~CEO.~~the surviving entity will be substantially similar to the Benchmark Security, then the LTIP and outstanding phantom units will remain outstanding in accordance with their terms;

It• isIf ~~acknowledged that Mr. Chapman, concurrent with his transition to~~ the ~~role~~surviving ofentity ~~Executive~~assumes ~~Vice President of~~ the ~~Company,~~LTIP ~~will~~and ~~also~~outstanding ~~resign~~phantom ~~from~~units ~~his~~but ~~position as director on~~ the Board, ~~and,~~of ~~also~~Directors ~~effective~~of ~~November~~AltaGas ~~18,~~determines ~~2019,~~that the ~~Board~~benchmark ~~has~~security ~~appointed~~of ~~Mr. Jenkins~~the tosurviving ~~fill~~entity ~~such~~will ~~vacancy~~not ~~when it arises, which is anticipated to~~ be ~~immediately~~substantially ~~prior~~similar to the ~~Effective~~Benchmark ~~Date.~~Security, ~~Mr. Chapman’s~~then ~~retirement is not~~ the ~~result~~LTIP ofand ~~any~~outstanding ~~disagreement~~phantom ~~with~~units ~~the~~will ~~Company. The~~remain ~~Company~~outstanding ~~selected Mr. Jenkins for this service owing to his experience as a disciplined strategist~~ with ~~a comprehensive understanding of~~ the ~~energy~~payout ~~value~~amount ~~chain.~~calculated ~~As a management-director, Mr. Jenkins will not receive additional compensation for his service~~ on the ~~Company’s~~change ~~Board.~~of ~~Other~~control ~~than~~date asbut ~~set~~paid ~~forth~~on ~~herein,~~ the ~~Company~~original isvesting ~~not~~date ~~aware of any arrangements or understandings between Mr. Jenkins~~ and ~~any~~such other ~~person~~adjustments ~~pursuant~~deemed toappropriate ~~which~~by ~~he was selected to serve on~~ the Board ~~and~~of asDirectors ~~an officer or any transaction in which Mr. Jenkins has an interest requiring disclosure under Item 404(a)~~ of ~~Regulation~~AltaGas; ~~S-K.~~and

~~Mr.~~• ~~Jenkins,~~If ~~47,~~the ~~brings~~surviving ~~more~~entity ~~than~~is ~~two~~a ~~decades~~private ofentity ~~experience~~with inno ~~all~~benchmark ~~facets~~security oflisted ~~the~~for ~~energy industry, including executive roles in commercial strategy, business development,~~ trading, ~~information~~on ~~technology~~a ~~and~~securities ~~safety. Since November 2018~~exchange, ~~Mr.~~or ~~Jenkins~~the ~~served~~Board asof ~~Chief~~Directors ~~Commercial~~of ~~Officer~~AltaGas atdetermines ~~EQT Corporation (“EQT”). Before assuming~~ that ~~role,~~the hesurviving ~~served~~entity aswill ~~EQT’s~~not ~~Chief~~assume ~~Commercial~~the ~~Officer~~LTIP ~~from March 2017,~~ and asoutstanding ~~Executive~~phantom ~~Vice President~~units, ~~Commercial~~then atall ~~EQT~~outstanding ~~Energy,~~phantom ~~LLC~~units from May 2014 to February 2017. Prior to EQT, he held multiple executive roles at BP Energy serving as Senior Vice President, North America Gas and Power, and was a key member of BP’s U.S. leadership team. Pursuant to his employment agreement dated November 18, 2019, Mr. Jenkins will ~~have~~ animmediately ~~annual~~vest ~~base~~upon ~~salary of US$550,000 and will be eligible to participate in~~ the ~~Company’s~~change ~~Short-Term~~of ~~and Long-Term Incentive Programs~~control.

~~Ms. Starring,~~The ~~62,~~LTIP ~~has~~is ~~over~~intended 40to ~~years~~permit ~~of experience in~~ the ~~natural~~Company ~~gas~~to ~~utility~~grant ~~business. Her~~phantom ~~career~~units ~~began~~that inare ~~1977~~exempt ~~when~~from ~~she~~Section ~~joined~~409A ~~SEMCO Energy, Inc. (“SEMCO”), now an affiliate~~ of the ~~Company~~U. ~~She~~S. ~~has~~Internal ~~held~~Revenue ~~various~~Code ~~senior~~of ~~leadership roles including President~~1986, ~~ENSTAR~~as ~~Natural~~amended ~~Gas~~(“Section ~~Company in Alaska; Senior Vice President~~409A”), ~~Utility~~or ~~Operations,~~to ~~AltaGas;~~the ~~and~~extent ~~ultimately,~~they ~~President,~~are ~~SEMCO~~not ~~Energy~~so ~~Gas~~exempt ~~Company~~that incomply ~~Michigan,~~with athe ~~role~~requirements ~~she has held since 2016. Ms. Starring will have an annual base salary~~ of ~~US$400,000~~Section ~~and will be eligible to participate in the Company’s Short-Term and Long-Term Incentive Programs~~409A.

~~Additionally,~~All onawards ~~November~~under ~~18, 2019, Luanne S. Gutermuth, Executive Vice President and Chief Administrative Officer, informed~~ the ~~Company~~LTIP ~~that~~are ~~she~~subject ~~intends~~ to ~~retire in February 2020. Ms. Gutermuth’s retirement is not~~ the ~~result~~terms of ~~any~~the ~~disagreement~~AltaGas ~~with~~clawback ~~the Company~~policy.

The foregoing description of the LTIP is qualified in its entirety by reference to the full text of the LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:



Exhibit No.	Description
10.1	Washington Gas Light Company Long-Term Incentive Plan, effective December 13, 2019

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.

Washington Gas Light Company

(Registrant)

November 22, 2019

/s/ Douglas I. Bonawitz

December 19, 2019

/s/ Douglas I. Bonawitz

Douglas I. Bonawitz

Senior Vice President, Chief Financial Officer and Treasurer

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