8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 26, 2020

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.)

120 Tredegar Street Richmond, Virginia	23219
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2000

(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 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
2016 Series A 5.25% Enhanced Junior Subordinated Notes	DRUA	New York Stock Exchange
2019 Series A Corporate Units	DCUE	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 8.01 Other Events.

As previously reported, on December 19, 2019, Dominion Energy, Inc. (the “Company”) contributed shares of its common stock, without par value (the “Shares”), to the Dominion Energy, Inc. Defined Benefit Master Trust (the “Trust”), which is the funding vehicle for the Dominion Energy Pension Plan, in a private placement exempt from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with the contribution, the Company entered into a registration rights agreement, dated December 16, 2019 (the “Registration Rights Agreement”), with Gallagher Fiduciary Advisors, LLC, in its capacity as independent fiduciary and investment manager of a separate account in the Trust, pursuant to which the Company agreed to provide registration rights with respect to the Shares on customary terms. The Registration Rights Agreement was previously filed by the Company as an exhibit to the Current Report on Form 8-K filed by the Company on December 20, 2019.

On June 26, 2020, in accordance with the terms of the Registration Rights Agreement, the Company filed a prospectus supplement (the “Prospectus Supplement”) to its effective registration statement on Form S-3 (File No. 333-239467) filed with the Securities and Exchange Commission on June 26, 2020 (the “Registration Statement”) for the purpose of registering the offer and resale by the Trust of the Shares. This Current Report on Form 8-K is being filed for the purpose of incorporating the exhibit filed herewith by reference into the Registration Statement and the related prospectus contained therein, as supplemented by the Prospectus Supplement.

Item 9.01 Financial Statements and Exhibits.

Exhibits

5.1	Opinion of McGuireWoods LLP.*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURE

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
/s/ James R. Chapman
Name:	James R. Chapman
Title:	Executive Vice President, Chief Financial Officer and Treasurer

Date: June 26, 2020

EX-5.1

Exhibit 5.1

June 26, 2020

Dominion Energy, Inc.

120 Tredegar Street

Richmond, Virginia 23219

Ladies and Gentlemen:

We have acted as special counsel to Dominion Energy, Inc., a Virginia corporation (the “Company”), in connection with (i) the Registration Statement on Form S-3 (File No. 333-239467) (the “Registration Statement”), which was filed by the Company with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of certain securities, including the Company’s common stock (without par value) and (ii) the offer and resale by the Dominion Energy, Inc. Defined Benefit Master Trust (the “Trust”), as selling shareholder, of 4,904,365 shares of the Company’s common stock (the “Shares”), contributed by the Company to the Trust pursuant to that certain Employer Stock Contribution and Independent Fiduciary Engagement Agreement, dated as of December 16, 2019 (the “Contribution Agreement”), between the Company, the Dominion Energy Asset Management Committee and Gallagher Fiduciary Advisors, LLC, as independent fiduciary and investment manager of a separate account in the Trust. The Trust may offer Shares for resale as described in the Company’s Prospectus, dated June 26, 2020 (the “Prospectus”) and Prospectus Supplement, dated June 26, 2020 (the “Prospectus Supplement”). The Registration Statement became effective on June 26, 2020. This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act.

Documents Reviewed

In connection with this opinion letter, we have examined the following documents:

(a) the Registration Statement;

(b) the Prospectus;

(c) the Prospectus Supplement; and

(d) the Contribution Agreement.

In addition we have examined and relied upon the following:

(i)     Certificates from the assistant corporate secretary of the Company certifying as to (A) true and correct copies of the articles of incorporation and bylaws of the Company (the “Organizational Documents”), (B) the resolutions of the Board of Directors of the Company effective December 13, 2019 authorizing the issuance of the Shares to the Trust, (C) the incumbency and specimen signature(s) of the individual(s) authorized to execute and deliver the Contribution Agreement on behalf of the Company and (D) the issuance of the Shares to the Trust on December 19, 2019 in accordance with the Contribution Agreement;

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(ii)    a certificate dated June 25, 2020 issued by the State Corporation Commission of the Commonwealth of Virginia attesting to the corporate status and good standing of the Company in the Commonwealth of Virginia; and

(iii)    originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.

“Applicable Law” means the law of the Commonwealth of Virginia.

Assumptions Underlying Our Opinions

For all purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

(a)    Factual Matters. To the extent that we have reviewed and relied upon (i) certificates of the Company or authorized representatives thereof and (ii) certificates and assurances from public officials, all of such certificates and assurances are accurate with regard to factual matters.

(b)    Signatures. The signatures of individuals who have signed the Contribution Agreement are genuine and (other than those of individuals signing on behalf of the Company) authorized. All individuals who have signed the Contribution Agreement had the legal capacity to execute such document.

(c)    Authentic and Conforming Documents. All documents submitted to us as originals are authentic, complete and accurate, and all documents submitted to us as copies conform to authentic original documents.

(d)    Documents Binding on Certain Parties. The Contribution Agreement and the documents required or permitted to be delivered thereunder are valid and binding obligations enforceable against the parties thereto in accordance with their terms.

(e)    No Mutual Mistake, Amendments, etc. There has not been any mutual mistake of fact, fraud, duress or undue influence in connection with the offer and sale of the Shares as contemplated by the Registration Statement, Prospectus and the Prospectus Supplement. There are no oral or written statements or agreements that modify, amend or vary, or purport to modify, amend or vary, any of the terms of the Contribution Agreement.

Our Opinions

Based on and subject to the foregoing and the exclusions, qualifications, limitations and other assumptions set forth in this opinion letter, we are of the opinion that:

1.    Organizational Status. The Company is a validly existing corporation under the laws of the Commonwealth of Virginia, and is in good standing under such laws.

2.    Power and Authority. The Company has the corporate power and authority to authorize the issuance of the Shares.

3.    Validity. The Shares have been duly authorized and are validly issued, fully paid and non-assessable.

2

Qualification and Limitation Applicable to Our Opinions

The opinions set forth above are limited to the Applicable Law, and we do not express any opinion concerning any other law.

Miscellaneous

The foregoing opinion is being furnished only for the purpose referred to in the first paragraph of this opinion letter. Our opinions are based on statutes, regulations and administrative and judicial interpretations which are subject to change. We undertake no responsibility to update or supplement these opinions subsequent to the date hereof. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K and the incorporation of this opinion by reference in the Registration Statement and to references to us under the heading “Legal Matters” in the Registration Statement and in the Prospectus Supplement relating to the resale of the Shares. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ McGuireWoods LLP

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Document and Entity Information	Jun. 26, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	DOMINION ENERGY, INC
Amendment Flag	false
Entity Central Index Key	0000715957
Document Type	8-K
Document Period End Date	Jun. 26, 2020
Entity Incorporation State Country Code	VA
Entity File Number	001-08489
Entity Tax Identification Number	54-1229715
Entity Address, Address Line One	120 Tredegar Street
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23219
City Area Code	(804)
Local Phone Number	819-2000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, no par value
Trading Symbol	D
Security Exchange Name	NYSE
Two Thousand And Sixteen Series A Five Point Two Five Percentage Enhanced Junior Subordinated Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	2016 Series A 5.25% Enhanced Junior Subordinated Notes
Trading Symbol	DRUA
Security Exchange Name	NYSE
Two Thousand And Nineteen Series A Corporate Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	2019 Series A Corporate Units
Trading Symbol	DCUE
Security Exchange Name	NYSE