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 OfficersItem 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Approval of 2018 Annual Incentive Compensation Plan
On February27, 2018, the Governance and Human Resources Committee of ITC Holdings Corp. (the “Company”) approved the 2018 annual incentive plan for the Company’s executives, including the “Named Executive Officers” from the most recent Annual Report on Form10-K. Awards made in accordance with this plan are treated as incentive awards under the Company’s 2017 Omnibus Plan. Goals and payout weighting under the 2018 annual incentive plan are as follows:
|
Category |
Goal |
Weight |
|
Safety& Compliance 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% |
|
|
Implementation of Cyber Security — 5% and Physical Security Objectives — 5% |
10% |
|
|
System Performance 60% Maximum Potential Payout |
ITCTransmission: 13 or fewer forced, sustained line outages, excluding certain catastrophic weather events |
5% |
|
METC: 25 or fewer forced, sustained line outages, excluding certain catastrophic weather events |
5% |
|
|
ITC Midwest: 68 or fewer forced, sustained line outages, excluding certain catastrophic weather events, no more than 57 at the 69 kV level |
5% |
|
|
ITCTransmission: Complete the 15 high priority 2018 field operation and maintenance initiatives |
5% |
|
|
METC: Complete the 13 high priority 2018 field operation and maintenance initiatives |
5% |
|
|
ITC Midwest: Complete the 10 high priority 2018 field operation and maintenance initiatives |
5% |
|
|
ITCTransmission, METC,ITC Midwest, and ITC Great Plains: Complete $665 million of the 2018 Capital Expenditure budget for approved projects to achieve 30%; complete $630 million to achieve 15% |
15%-30% |
|
|
Financial 20% 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 $161 million |
10% |
|
ITCTransmission, METC,ITC Midwest, and ITC Great Plains: Combined adjusted net income at or above $433 million to achieve 10%; at or above $411 million to achieve 5% |
5%-10% |
|
|
Total |
50% |
Our 2018 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, Capital Investment — Five year Business Plan, Consolidated Net Income and Development Projects. Each target counts for 25% of the bonus multiplier.
Item 5.07 Submission of Matter to a Vote of Security Holders.
On February27, 2018, the shareholder of the Company to action by unanimous written consent of the sole shareholder elected the following directors to the Company’s Board of Directors: Linda H. Apsey, Robert A. Elliott, Albert Ernst, Rhys D. Evenden, James P. Laurito, Barry V. Perry, Sandra E. Pierce, Kevin L. Prust, A. Douglas Rothwell, Thomas G. Stephens and Joseph L. Welch.