ITC HOLDINGS CORP. (NYSE:ITC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITC HOLDINGS CORP. (NYSE:ITC) 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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Item 5.02 of the Original Filing is amended and restated as set
forth below. There are no other changes to the Original Filing.

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Appointment of Directors

On December6, 2016 the shareholder of ITC Holdings Corp. (the
Company) approved the Board of Directors (the Board)
recommendation to expand the size of the Board from four to nine
directors and appointed Linda H. Blair, Albert Ernst, Sandra E.
Pierce, Kevin L. Prust and Thomas G. Stephens as directors of the
Company. There are no understandings or arrangements between
Mses. Blair or Pierce nor Messrs.Ernst, Prust, or Stephens and
any other person to which Mses. Blair or Pierce nor Messrs.Ernst,
Prust, or Stephens was selected as a director of the Company.
None of the new appointees to the Board has any family
relationship with any director or executive officer of the
Company. Ms.Blair currently serves as the Companys President and
Chief Executive Officer. The appointment of the new directors
will be effective on January1, 2017.

In connection with their service as directors, each appointee,
except for Ms.Blair, will receive the Companys standard
non-employee director cash compensation. Specifically, Ms.Pierce
and Messrs.Ernst, Prust and Stephens each will receive a $125,000
annual cash retainer (payable in equal quarterly installments),
as well as an annual cash payment if he/she serves as chair of
any committee or as chairman of the board of directors.

On January19, 2017, the Board reconstituted the Audit and Risk
Committee and the Governance and Human Resources Committee and
created the Operations Committee. The Board appointed the
following directors to serve on the committees:

Joseph Welch

Linda Blair

Robert Elliot

Albert Ernst

Rhys Evenden

James Laurito

Barry Perry

Sandra Pierce

Kevin Prust

Thomas Stephens

Audit and Risk Committee

Member

Member

Member

Member

Chair

Governance and Human Resources Committee

Member

Member

Chair

Member

Operations Committee

Member

Member

Member

Member

Chair


About ITC HOLDINGS CORP. (NYSE:ITC)

ITC Holdings Corp. (ITC Holdings) is a holding company. The Company is engaged in owning, operating, maintaining and investing in transmission infrastructure. The Company’s business consists primarily of the electric transmission operations of its Regulated Operating Subsidiaries. Its Regulated Operating Subsidiaries include International Transmission Company (ITCTransmission), Michigan Electric Transmission Company, LLC (METC), ITC Midwest LLC (ITC Midwest). The operations performed by its Regulated Operating Subsidiaries fall into the various categories, such as asset planning; engineering, design and construction; maintenance, and real time operations. Its customers include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. It owns and operates high-voltage systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma.

ITC HOLDINGS CORP. (NYSE:ITC) Recent Trading Information

ITC HOLDINGS CORP. (NYSE:ITC) closed its last trading session at 0.0000 with 31,080,598 shares trading hands.

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