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

Story continues below

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

Approval of 2017 Omnibus Plan

On February27, 2017, the Board of Directors of ITC Holdings Corp.
(the Company) approved the 2017 Omnibus Plan (the Omnibus Plan)
for the Companys executives, including the Named Executive
Officers from the most recent Annual Report on Form10-K (NEOs). A
summary of the key terms of the Omnibus Plan is set forth below.

Eligibility

Employees and prospective employees Non-employee directors
and prospective directors

Administration

The Governance and Human Resources Committee (the
Committee) of the Board generally has broad administrative
power to make grants and determine award terms and
conditions, including complete flexibility to determine
performance conditions and vesting periods and to make
adjustments for an extraordinary event.

Types of Awards

Units denominated in phantom common shares of Fortis,Inc.
(Fortis) (no voting, dividend or transfer rights) based on
Toronto Stock Exchange prices. Payouts will only be made in
cash. There are no Company or Fortis shares reserved for
issuance. Awards are not assignable.

Performance-based units vest based on satisfying Company
performance goals and continued service.

Service-based units vest based on continued service only.

Unless the Committee otherwise determines, dividend
equivalents will be credited for both types of units,
calculated based on the grant amount only (not prior
dividend equivalents).

Cash incentive awards may be issued under the Omnibus Plan
at the Committees discretion. Cash incentive awards are not
based on value of Fortis shares.

Currency Translation

Awards are denominated in U.S. dollars. Currency
translations from Canadian dollars for any award are based
on exchange rate as of beginning of year in which award is
made. The same rate is used for all currency translations
relating to that award.

Change of Control

The vesting of units is accelerated and are paid out upon
the completion of a Change of Control.

Service-based units full amount vests.

Performance-based units higher of target or actual at
closing; prorated based on performance period time elapsed.

Cash incentive awards may be paid out upon a Change of
Control at the Committees discretion.

Termination of Service

Voluntary resignation or termination for cause results in a
forfeiture of unvested amounts.

Death or disability:

Service-based units have accelerated vesting and are paid
out upon termination.

Performance-based units and cash incentive awards are paid
out at the end of performance period to extent earned as if
no termination.

Retirement or Involuntary Termination Without Cause:

Service-based units have accelerated vesting and a prorated
payout upon termination if termination occurs on or after
the one year anniversary of the grant date. Service-based
units are forfeited if termination occurs prior to the one
year anniversary of the grant date.

Performance-based units and cash incentive awards have a
prorated payout at end of performance period to extent
goals are met if termination occurs on or after the one
year anniversary of the grant date. Performance-based units
and cash incentive awards are forfeited if termination
occurs prior to the one year anniversary of the grant date.

Clawback

Awards to executive officers are subject to Company
Recoupment Policy, as in effect from time to time.

Amendment

The Omnibus Plan may be amended or terminated at any time
by the Board of Directors of the Company, except as to
outstanding awards. Changes to outstanding

awards that are material and adverse to recipient require
recipients consent

Other

Plan term indefinite

Unfunded obligation

A copy of the Omnibus Plan will be filed as an exhibit to the
Companys next Quarterly Report on Form10-Q.

Approval of 2017 Annual Incentive Compensation
Plan

On February27, 2017, following approval of the Omnibus Plan,
the Committee approved the 2017 annual incentive plan for the
Companys executives, including the NEOs. Awards made in
accordance with this plan are treated as incentive awards under
the Omnibus Plan. Goals and payout weighting under the 2017
annual incentive plan are as follows:

Category

Goal

Weight

Safety Compliance 10% weight/20% Maximum Potential
Payout

2 or fewer lost work day cases for injuries to Company
employees and specified contractor employees

5%

9 or fewer recordable incidents for injuries to Company
employees and specified contractor employees

5%

Physical Security, Cyber Security and Critical
Infrastructure Protection: Implementation of the 2017
improvements

10%

System Performance 60% Weight/120% Maximum Potential
Payout

ITCTransmission: 16 or fewer forced, sustained line
outages, excluding certain catastrophic weather events

5%

METC: 31 or fewer forced, sustained line outages,
excluding certain catastrophic weather events

5%

ITC Midwest: 70 or fewer forced, sustained line
outages, excluding certain catastrophic weather events,
no more than 59 at the 69 kV level

5%

ITCTransmission: Complete the 15 high priority
2017field operation and maintenance initiatives

5%

METC: Complete the 13 high priority 2017 field
operation and maintenance initiatives

5%

ITC Midwest: Complete the 10 high priority 2017field
operation and maintenance initiatives

5%

ITCTransmission, METC,ITC Midwest, and ITC Great
Plains: Complete capital project plan on a combined
basis

15%-30%

Financial 20% Weight/40% Maximum Potential Payout

ITCTransmission, METC,ITC Midwest, and ITC Great
Plains: Non-field operation and maintenance expense and
general and administrative expense at or under budget
of $147 million

10%

ITCTransmission, METC,ITC Midwest, and ITC Great
Plains: Combined adjusted net income at or above $414
million to achieve 10%; at or above $393 million to
achieve 5%

5%-10%

Total

50%

Our 2017 annual incentive plan also includes a bonus multiplier
under which annual incentive bonus awards may be increased by
as much as 50% to the extent specified targets related to our
Capital Investment Plan (CIP), Consolidated Net Income (CNI)
and Cash Flow Available for Distribution (CFAD). CIP accounts
for 50% of the bonus multiplier and CNI and CFAD each account
for 25% of the bonus multiplier.

Asummaryofthe2017annualincentiveplanwillbefiledasanexhibittotheCompanysnextQuarterlyReportonForm10-Q.

Approval of 2017 Service-Based Unit and
Performance-Based Unit Awards

On February27, 2017, the Committee made grants of service-based
units and performance-based units under the Omnibus Plan to
certain employees employed on that date with a grant date of
March8, 2017. Grants made to the NEOs are set forth in the
table below.

NameandOffice

Service-Based Units

Performance- BasedUnits(1)

Linda H. Blair, President and Chief Executive Officer

19,590

39,181

Gretchen L. Holloway, Vice President,Interim Chief
Financial Officer and Treasurer

6,147

12,295

Jon E. Jipping, Executive Vice President and Chief
Operating Officer

10,119

20,239

Daniel J. Oginsky, Executive Vice President and Chief
Administrative Officer

8,512

17,023

Christine Mason Soneral, Senior Vice President and
General Counsel

6,904

13,808

(1)The number of performance-based units represents the target
number awarded and issued. The actual number of units that may
be earned is 200% of the target number, but only if both
performance goals are met at the maximum level.

Service-Based Unit Award Agreement

The terms of the February27, 2017 service-based unit awards are
set forth in the form of service-based unit award agreement
(the SBA Agreement), which will be filed as an exhibit to the
Companys next Form10-Q. The SBA Agreement provides generally
that the award will vest on December31, 2019 (the Vesting Date)
if the participant continues to be employed by the Company
through the Vesting Date. Upon a termination of employment or a
Change of Control, the SBA Agreement provides that the awards
generally vest in accordance with the Omnibus Plan described
above, except that if participants employment is terminated due
to Retirement or an Involuntary Termination Without Cause (both
as defined in the Omnibus Plan) prior to the Vesting Date,
(i)one-third of the award shall be deemed to have vested if
termination occurred on or after the one-year anniversary of
the grant date and before the two-year anniversary, and
(ii)two-thirds of the units shall be deemed to have vested if
termination occurred on or after the two-year anniversary of
the grant date and before the Vesting Date. Participants are
entitled to dividend equivalents with respect to an award to
the extent provided in the Omnibus Plan.

Performance-Based Unit Award Agreement

The terms of the February27, 2017 performance-based units
awards are set forth in a form of performance-based unit award
agreement (the PSA Agreement), which will be filed as an
exhibit to the Companys next Form10-Q. The PSA Agreement
provides generally that the award will vest on the Vesting Date
to the extent one or more of the performance goals are met and
if the participant continues to be employed by the Company
through the Vesting Date. The performance-based unit awards
will become earned as set forth in the following table:

Measurement Category

Goalat Threshold

Unitsat Threshold

Goalat Target

Unitsat Target

Goalat Maximum

Unitsat Maximum

Fortis Total Shareholder Return (TSR)

30thpercentile

50% of Target Number

50thpercentile

50% of Target Number

85thpercentile

200% of Target Number

Cumulative Consolidated Net Income (CCNI)

99% of CCNI goal

50% of Target Number

50% of CCNI goal

50% of Target Number

102% of CCNI goal

200% of Target Number

101% of CCNI goal

150% of Target Number

The Payment Criteria Period for the award is January1, 2017
through December31, 2019. The TSR and CCNI performance measures
are independent of each other; that is, if the threshold level
of one performance measure is attained, units relating to that
measure will be earned even if the threshold level of the other
performance measure is not attained. One-half of the target
number of units shall be related to the TSR goal and one-half
of the target number of units shall be related to the CCNI
goal.

The Total Shareholder Return of Fortis and Fortis peer
companies shall be computed in U.S. dollars as follows:

A: Calculate the market price as of the first day of the
Payment Criteria Period (if necessary, converted into U.S.
dollars based on the Canadian dollar to U.S. dollar exchange
rate as of beginning of year in which award is made).

B: Calculate the market price as of the last day of the Payment
Criteria Period (if necessary, converted into U.S. dollars
based on the Canadian dollar to U.S. dollar exchange rate as of
beginning of year in which award is made).

C: Calculate the total dividends paid per share of its common
stock (or equivalent security) during the Payment Criteria
Period (if necessary, converted into U.S. dollars based on the
Canadian dollar to U.S. dollar exchange rate as of beginning of
year in which award is made).

Total Shareholder Return = ((B A) C)/A

Fortis Total Shareholder Return will be compared to the Total
Shareholder Return during the Payment Criteria Period for each
of the companies in Fortis peer group, excluding those which
are not traded on a national securities exchange at the end of
the Payment Criteria Period.

Consolidated Net Income for the Company for each calendar year
in the Payment Criteria Period shall be equal to net income as
set forth in the Companys audited consolidated financial
statements contained in its Annual Report on Form10-K for such
year, as adjusted for certain extraordinary items and changes
in return on equity, in each case in the Committees discretion.
Cumulative Consolidated Net Income for the Company during the
Payment Criteria Period shall be the sum of the Consolidated
Net Income for each of the three years in the Payment Criteria
Period.

Under the terms of the PSA Agreement, performance-based units
generally vest in accordance with the Omnibus Plan described
above, except that if a participants service is terminated due
to Retirement or an Involuntary Termination Without prior to
the Vesting Date, (i)one-third of the award to which the
participant would have been entitled if the participant had
remained employee with the Company through the Vesting Date
shall be deemed to have vested on the Vesting Date if
termination occurred on or after the one-year anniversary of
the grant date and before the two-year anniversary, and
(ii)two-thirds of the award to which the participant would have
been entitled if the participant had remained employed with the
Company through the Vesting Date shall be deemed to have vested
on the Vesting Date if termination occurred on or after the
two-year anniversary of the grant date and before the Vesting
Date. Participants are entitled to dividend equivalents with
respect an award to the extent provided in the Omnibus Plan.


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 00.0000 at 0.0000 with 31,080,598 shares trading hands.

An ad to help with our costs