Ppl Energy Supply Llc - Current report filing (8-K)
02 Abril 2008 - 4:06PM
Edgar (US Regulatory)
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): March 27, 2008
Commission
File
Number
|
Registrant;
State of Incorporation;
Address and Telephone
Number
|
IRS
Employer
Identification
No.
|
|
|
|
1-11459
|
PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-2758192
|
|
|
|
333-74794
|
PPL
Energy Supply, LLC
(Exact
name of Registrant as specified in its charter)
(Delaware)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-3074920
|
|
|
|
1-905
|
PPL
Electric Utilities Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
|
23-0959590
|
|
|
|
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:
[ ]
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|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
[ ]
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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))
|
Section
5 - Corporate Governance and Management
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
.
On March
27, 2008, the Compensation, Governance and Nominating Committee ("CGNC") of the
Board of Directors of PPL Corporation (“PPL” or the “Company”) established the
2008 annual incentive cash awards to be made to named executive officers (as
defined in Item 402(a)(3) of Regulation S-K) pursuant to the Company's
Short-term Incentive Plan. The achievement of the performance goals and business
criteria will be measured by the CGNC, and any resulting incentive awards will
be made to the named executive officers, in January 2009.
Short-term Incentive Cash
Awards
For the
2008 annual incentive cash awards to be made pursuant to the Company's
Short-term Incentive Plan, the following award targets as a percentage of base
salary have been established for the following executive officers: Chief
Executive Officer-110%; Chief Operating Officer-85%; Chief Financial
Officer-75%; Senior Vice President, General Counsel and Secretary-65%; and the
Presidents of the Company’s principal operating subsidiaries-50%. The annual
incentive cash awards will be made by applying these target percentages to the
percentage of goal attainment as determined by the CGNC. For 2008, there is a
single goal category for the PPL corporate-level officers identified above,
which is earnings per share. Awards will be payable on a graduated scale ranging
from 50% of the target award where performance is 10% below the
performance goal, up to 150% of the target award where performance is 5% or
greater than the performance goal. For the Presidents of the Company’s principal
operating subsidiaries, the weightings will be allocated 60% to earnings per
share, 20% to their individual performance and 20% to the performance of the
business unit for which they are responsible.
Long-term Incentive Equity
Awards
In
January 2008, the CGNC made, and the Company reported, equity award targets
under the Company’s Incentive Compensation Plan. Those award targets are
reported again, below, for illustrative purposes because the restricted stock
component of the long-term incentive awards is measured by reference to the
three most recent years’ performance under the Short-term Incentive
Plan.
For the
annual long-term incentive equity awards to be made pursuant to the Company's
Incentive Compensation Plan, the following award targets as a percentage of base
salary have been established: Chief Executive Officer-325%; Chief Operating
Officer-250%; Chief Financial Officer-220%; Senior Vice President, General
Counsel and Secretary and the President of PPL Energy Plus, LLC-160%; and the
Presidents of other operating subsidiaries-145%. Beginning with awards granted
in January of 2009, the total awards will be allocated (i) 40% to a restricted
stock unit award with a three-year restriction period, based on the achievement
of sustained financial and operational results, which will be determined by
averaging the most recent three years of annual performance measures used for
the annual short-term incentive cash awards established and measured by the
CGNC, (ii) 20% to a performance unit award (as described below following the
table) with a three-year cumulative performance period, and (iii) 40% to a stock
option award. The exercise price of the stock option awards will be the closing
price of the Company’s common stock on The New York Stock Exchange on the date
of grant. The following table provides the award targets, based on a percentage
of base salary.
Name
and Position
|
Restricted
Stock Units
|
Performance
Units
|
Stock
Options
|
|
Sustained
Financial and
Operational
Results
|
Relative
Total Shareowner Return
|
Stock Price
Performance
|
Chief
Executive Officer
|
130%
|
65%
|
130%
|
Chief
Operating Officer
|
100%
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50%
|
100%
|
Chief
Financial Officer
|
88%
|
44%
|
88%
|
Senior
Vice President, General Counsel and Secretary and the President of PPL
Energy Plus, LLC
|
64%
|
32%
|
64%
|
Presidents
of other principal operating subsidiaries
|
58%
|
29%
|
58%
|
Performance
units represent a target number of shares (“Target Award”) of the Company’s
common stock that the officer would receive upon the Company’s attainment of the
applicable performance goal. Performance is determined based on the
“total shareowner return” (increase in market value of a share of the Company’s
common stock plus the value of all dividends paid on a share of the common stock
during the applicable performance period, divided by the price of the common
stock at the beginning of the performance period) during a three-year
performance period (in this case, January 1, 2008 through December 31,
2010). At the end of the performance period, payout is determined by
comparing the Company’s performance to the total shareowner return of the
companies included in the S&P Electric Utilities Index (“Index
Group”). Awards are payable on a graduated basis within the following
ranges: If the Company’s performance is at or above the 85th percentile of the
Index Group, the award is paid at 200% of the Target Award; at the 50th
percentile of the Index Group, the award is paid at 100% of the Target Award; at
the 40th percentile of the Index Group, the award is paid at 50% of the Target
Award; and below the 40th percentile, no award is payable. The CGNC
determined that, beginning with the awards to be made in January 2009, grants of
performance units will replace the portion of restricted unit grants related to
achievement of strategic objective results as a component of Long-term Incentive
Awards.
SIGNATURE
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.
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PPL
CORPORATION
|
|
|
|
|
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By:
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/s/
James E. Abel
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James
E. Abel
Vice
President – Finance and Treasurer
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PPL
ENERGY SUPPLY, LLC
|
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By:
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/s/
James E. Abel
|
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James
E. Abel
Vice
President and Treasurer
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PPL
ELECTRIC UTILITIES CORPORATION
|
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By:
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/s/
James E. Abel
|
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James
E. Abel
Treasurer
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Dated: April
2, 2008
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