NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) 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 Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Natural Gas Company (Company) elected Frank Burkhartsmeyer, to
the position of Senior Vice President and Chief Financial Officer
of the Company, effective May 17, 2017.
Renewables (Renewables), which is a subsidiary of Avangrid and
part of the Iberdrola Group, where he is currently the President
and Chief Executive Officer (CEO). He has been with Renewables
since October of 2005, serving as Senior Vice President of
Finance, and Vice President of Strategy Planning and Market
Fundamentals prior to assuming his role as President and CEO in
April 2015. Mr. Burkhartsmeyers other relevant experience
includes Managing Director of Strategic Planning at
ScottishPower, a vertically integrated energy company with
headquarters in Glasgow Scotland, which had oversight
responsibility for the companys two United States
businesses-PacifiCorp and PPM Energy. He also held a variety of
roles, including Director of Treasury, at PacifiCorp, an electric
power company operating in Oregon, Washington, California,
Wyoming and Utah, prior to its acquisition by ScottishPower.
Prior to that, Mr. Burkhartsmeyer spent seven years in the
commercial banking industry in a variety of corporate development
and financial analysis roles. Mr. Burkhartsmeyer holds a Bachelor
of Liberal Arts degree from the University of Montana and a
Masters in Business Administration from the University of Oregon.
following compensation: (i) an annual salary of $400,000; (ii) a
hiring bonus of $100,000 payable on December 1, 2017, an
additional hiring bonus of $50,000 payable on June 1, 2018, and a
third hiring bonus of $50,000 payable on December 1, 2018, each
contingent upon employment on that date and satisfactory
performance as judged by the Chief Executive Officer; (iii) an
award of 1,500 Performance-Based Restricted Stock Units (RSUs)
that will vest in four equal installments on March 1 of each of
2018, 2019, 2020 and 2021 in the form of agreement provided to
other executive officers; and (iv) a grant of 6,016
Non-Performance-Based RSUs that will vest in four equal
installments on March 1 of each of 2018, 2019, 2020 and 2021,
subject to continued employment. In addition, Mr. Burkhartsmeyer
will be eligible to participate in the Companys Executive Annual
Incentive Plan with a target payout of 45 percent of base salary,
pro-rated for the start date of May 17, 2017, and the Long-Term
Incentive Plan with a target of 3,300 performance shares, in
accordance with the terms of those plans.
Burkhartsmeyer providing for the payment of a percentage of Mr.
Burkhartsmeyers salary if he is terminated without cause on or
prior to May 17, 2022, with such percentage of salary declining
in 20 percent increments annually from 50% of Mr. Burkhartsmeyers
salary if his employment is terminated without cause on or prior
to May 17, 2018 to 0% of his salary if his employment is
terminated without cause after May 17, 2022. In addition, the
Board approved the Companys entry into an Indemnity Agreement
with Mr. Burkhartsmeyer in the form offered to executive
officers, as well as a Change in Control Severance Agreement in
the form provided to executive officers, with a cash payment of
two times base salary and average bonus.
Wilson has been serving as interim Chief Financial Officer. The
Board determined that Mr. Wilsons interim service as Chief
Financial Officer concludes with Mr. Burkhartsmeyers appointment.
Accounting Officer
positions of Vice President and Treasurer, effective May 17,
2017, in addition to his roles as Controller and Chief Accounting
Officer. Mr. Wilson has served as the Companys Controller and
Chief Accounting Officer since February 2013, and as Assistant
Treasurer from February 2016 to his appointment as interim
Treasurer in September 2016. Mr. Wilson, 38, was a Senior Manager
at PricewaterhouseCoopers LLP from 2009 until joining the Company
as Accounting Director in September 2012.
increase Mr. Wilsons annual salary to $252,000. Mr. Wilsons
target for performance share awards under the Companys Long Term
Incentive Plan, performance-based restricted stock unit grant for
2016, and target award percentage under the Companys Executive
Annual Incentive Plan remain the same as set by the Board in
February 2017 for his service as Controller and Chief Accounting
Officer, except that the Board of Directors determined to cease
the additional monthly salary compensation paid for any month
that Mr. Wilson served as interim Chief Financial Officer,
effective as of May 17, 2017.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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10.1
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Form of Severance Agreement between Northwest Natural
Gas Company and an executive officer |
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10.2
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Form of Special Restricted Stock Unit Agreement between
the Company and an executive officer |
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10.3
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Form of Hire-On Bonus Agreement between the Company and
an executive officer |
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About NORTHWEST NATURAL GAS COMPANY (NYSE:NWN)
Northwest Natural Gas Company is engaged in the distribution of natural gas. The Company’s segments include Local Gas Distribution, Gas Storage and other. The Company maintains operations in Oregon, Washington and California and conducts businesses through NW Natural and its subsidiaries. The local gas distribution business, referred to as the utility segment, serves residential, commercial, and industrial customers in Oregon and southwest Washington. The Company gas storage business, referred to as the gas storage segment, provides storage services for utilities, gas marketers, electric generators and industrial users from storage facilities located in Oregon and California. The Company’s other segment is referred to as non-utility and consists of non-utility investments and other business activities. The other segment consists of an equity method investment in Trail West Holdings, LLC (TWH) and other pipeline assets in NNG Financial Corporation. NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) Recent Trading Information
NORTHWEST NATURAL GAS COMPANY (NYSE:NWN) closed its last trading session up +0.45 at 60.45 with 94,943 shares trading hands.
