El Paso Electric Company (NYSE:EE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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El Paso Electric Company (NYSE:EE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers
Retirement of Directors.
Following the annual meeting of shareholders of El Paso Electric
Company (the Company) held on May 25, 2017 (the Annual Meeting),
Mr. J. Robert Brown and Mr. Thomas V. Shockley, III retired from
the Board of Directors of the Company (the Board) in accordance
with the director retirement policy in the Companys Corporate
Governance Guidelines.
Appointment of New Directors.
In accordance with Article III, Section 3 of the Companys Bylaws
and based on the recommendation of the Companys Nominating and
Corporate Governance Committee, the Board appointed Mr. Paul M.
Barbas and Mr. Raymond Palacios, Jr. to fill the Board positions
vacated by the retirements of Mr. Brown and Mr. Shockley.
Mr. Barbas will initially serve as a Class I Director, filling
the unexpired term of Mr. Shockley. Mr. Barbas was appointed by
the Board to serve on the Compensation and Energy Resources and
Environmental Committees of the Board. Mr. Barbas, who is
currently retired, last served as the President and Chief
Executive Officer of DPL Inc., a midsize utility in Dayton, Ohio,
and its principal subsidiary, The Dayton Power and Light Company,
from 2006 to 2011. DPL Inc. was acquired by AES Corporation in
2011.
Mr. Palacios will initially serve as a Class I Director, filling
the unexpired term of Mr. Brown. Mr. Palacios was appointed by
the Board to serve on the Audit and the Public Policy and
Corporate Reputation Committees of the Board. Mr. Palacios is
president of Bravo Cadillac, a car dealership, in El Paso, Texas
and Bravo Chevrolet Cadillac, a car dealership in Las Cruces, New
Mexico.
Both Mr. Barbas and Mr. Palacios will be compensated under the
Companys non-employee director compensation program as described
in the Companys Proxy Statement relating to the Annual Meeting
filed by the Company with the Securities and Exchange Commission
(the SEC) on April 14, 2017.
Appointment of Principal Officers.
On May 25, 2017, Ms. Mary E. Kipp was appointed by the Board to
serve as President of the Company concurrently with her position
as the Companys Chief Executive Officer. Ms. Kipp, age 49, has
served as the Companys Chief Executive Officer since December
2015. Previously, she was the Companys President from September
2014 to December 2015, Senior Vice President, General Counsel and
Chief Compliance Officer from June 2010 to September 2014, and
Vice President – Legal and Chief Compliance Officer from December
2009 to June 2010.
Ms. Kipp remains a party to the employment agreement previously
described in the Companys Proxy Statement relating to the Annual
Meeting filed by the Company with the Securities and Exchange
Commission (the SEC) on April 14, 2017. In addition, on May 25,
2017, Ms. Kipp entered into a new change of control agreement,
the terms of which are materially the same as the change of
control agreement that Ms. Kipp was previously party to. The
material terms of the change of control agreement are described
in the Companys Proxy Statement relating to the Annual Meeting
filed by the Company with the SEC on April 14, 2017, and a copy
of the agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
In addition, on May 25, 2017, Mr. John R. Boomers title was
changed to Senior Vice President after he tendered his
resignation as Senior Vice President – General Counsel of the
Company. Mr. Boomer has informed the Company that he plans to
step down as Senior Vice President and leave the Company on or
about July 7, 2017.
On May 25, 2017 and in connection with Mr. Boomers resignation as
the Companys General Counsel, Mr. Adrian J. Rodriguez, a native
El Pasoan who has served as an attorney in the Companys Office of
the General Counsel since April 2013, was appointed by the Board
to serve as Vice President – General Counsel and Assistant
Secretary, with primary responsibility for oversight of the
Companys legal affairs. Prior to joining the Company, Mr.
Rodriguez, age 39, was an attorney in the Dallas office of Vinson
Elkins LLP, where he practiced in the energy regulation practice
group and complex commercial litigation practice group. Mr.
Rodriguez also served as a law clerk to the United District Court
for the Western District of Texas in San Antonio. Mr. Rodriguez
received his Bachelor of Arts in Economics and Government from
The University of Texas at Austin with highest honors, where he
was a State of Texas recipient of the 1999 Truman Scholarship; a
Master in Public Policy from Harvard University, where he was the
editor-in-chief of the Harvard Journal of Hispanic Policy; and a
Juris Doctorate from Columbia University School of Law, where he
was a managing editor of the Columbia Law Review. In connection
with Mr. Rodriguezs appointment, he entered into a change of
control agreement with the Company, which is described in the
Companys Proxy Statement relating to the Annual Meeting filed by
the Company with the SEC on April 14, 2017.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on May 25, 2017. As of the
close of business on the record date, March 27, 2017, the Company
had a total of 40,557,679>shares of common stock outstanding
and entitled to vote at the annual meeting, of which 38,545,156
shares were represented at the meeting in person or by proxy. The
matters voted upon and the number of votes cast for or against,
as well as the number of abstentions and broker non-votes as to
such matters, were as stated below. A detailed discussion of each
of these proposals can be found in the Companys Proxy Statement
relating to the Annual Meeting filed by the Company with the SEC
on April 14, 2017.
Proposal 1: Election of Class II Directors
The Companys shareholders elected the following persons to serve
as Class II directors to hold office for a three-year term
expiring at the Companys 2020 annual meeting of shareholders:
Director
Votes For
Votes Withheld
Broker Non-Votes
Catherine A. Allen
36,268,841
1,105,783
1,170,532
Edward Escudero
36,282,389
1,092,235
1,170,532
Eric B. Siegel
36,016,905
1,357,719
1,170,532
In addition to the Class II directors listed in the table above
and the two new directors discussed elsewhere in this Current
Report on Form 8-K, the following individuals continue to serve
as Class I and Class III directors of the Company following the
annual meeting: James W. Cicconi, James W. Harris, Woodley L.
Hunt, Mary E. Kipp, Stephen N. Wertheimer, and Charles A.
Yamarone.
Proposal 2: Appointment of Independent Registered Public
Accounting Firm
The Companys shareholders ratified the selection of KPMG LLP as
the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017 by the following vote:
Description
Number of Votes
FOR
37,649,537
AGAINST
891,979
ABSTAIN
3,640
Proposal 3: Advisory Vote on the Companys Executive Compensation
The Companys shareholders approved an advisory vote on the
Companys executive compensation, also known as the say on pay
vote by the following vote:
Description
Number of Votes
FOR
36,994,287
AGAINST
286,888
ABSTAIN
93,449
BROKER NON-VOTES
1,170,532
Item 8.01. Other Events.
On May 25, 2017, the Board approved an increase to the quarterly
cash dividend to $0.335 per share of common stock from its
current quarterly rate of $0.31 per share, commencing with the
June 30, 2017 dividend payment, which will be payable to
shareholders of record as of the close of business on June 16,
2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Description of Exhibit
10.1
Change of Control Agreement between Mary E. Kipp and
the Company
Management contract or compensatory plan or arrangement


About El Paso Electric Company (NYSE:EE)

El Paso Electric Company is engaged in the generation, transmission and distribution of electricity in an area of approximately 10,000 square miles in west Texas and southern New Mexico. The Company owns or has ownership interests in several electrical generating facilities providing it with a generating capability of over 2,055 Megawatts. The Company’s energy sources consists of approximately 47% nuclear fuel, 34% natural gas, 6% coal, 13% purchased power and 1% generated by Company-owned solar photovoltaic panels and wind turbines. The Company has power purchase agreements for over 107 Megawatts from solar photovoltaic generation facilities. The Company serves approximately 404,500 residential, commercial, industrial, public authority and wholesale customers. The Company distributes electricity to retail customers principally in El Paso, Texas and Las Cruces, New Mexico. In addition, its wholesale sales include sales for resale to other electric utilities and power marketers.

El Paso Electric Company (NYSE:EE) Recent Trading Information

El Paso Electric Company (NYSE:EE) closed its last trading session up +0.40 at 53.65 with 153,137 shares trading hands.