NorthWestern Corporation (NYSE:NWE) 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.
NorthWestern Corporation d/b/a NorthWestern Energy (NYSE: NWE) (the
Company), based on the recommendation of the Human Resources
Committee (the Committee) of the Board, approved the 2017 Long-Term
Incentive Program (the Program) for performance shares to be
awarded to 109 participants, including all of the executive
officers, under the NorthWestern Corporation Amended and Restated
Equity Compensation Plan (the ECP). Robert C. Rowe, a Board member
and our president and chief executive officer, abstains on all
employee compensation-related decisions of the Board and abstained
on the Board’s decision to approve the Program.
receive a targeted number of performance units based upon a
percentage of the participant’s salary divided by the grant date
fair value of the Company’s common stock, which uses the closing
stock price on the grant date, less the present value of expected
dividends). Each award also is governed by the terms of the Form of
NorthWestern Corporation Performance Unit Award Agreement (the
Award Agreement) and the ECP.
expressed as a percentage of base compensation, for the Company’s
principal executive officer, principal financial officer and the
other remaining named executive officers in the Company’s 2016
Proxy Statement are as follows:
|
Individual
|
Title
|
Long-Term Incentive Target Opportunity
|
|
Robert C. Rowe
|
President Chief Executive Officer
|
200%
|
|
Brian B. Bird
|
Vice President Chief Financial Officer
|
50%
|
|
Heather H. Grahame
|
Vice President General Counsel
|
80%
|
|
Curtis T. Pohl
|
Vice President – Distribution
|
60%
|
|
Bobbi L. Schroeppel
|
Vice President – Customer Care, Communications and
Human Resources |
50%
|
each executive, is conditioned on the maintenance of investment
grade ratings for the Company during the performance period and the
attainment of certain performance measures established by the
Committee. The performance measures are weighted as follows: 50
percent to a matrix composed of the three-year average of return on
average equity and earnings per share growth, and 50 percent to
relative total shareholder return as measured against total
shareholder return for the members of the Company’s peer group.
Such performance measures could result in payment of an award
ranging from 0 to 200 percent of a participant’s target. However,
if total shareholder return is negative, then the payout for the
total shareholder return component is limited to 100 percent.
the participant remaining in the continuous employ of the Company
through the end of the performance period; however, acceleration
can occur upon the death or disability of the participant or a
change of control of the Company. The Committee will have the
discretion to include or exclude the impact of specified unusual or
extraordinary events from the calculation of the performance
measures to decrease, but not increase, the payout. Payout of the
earned and vested performance units will be made in shares of
common stock of the Company, with one performance unit vested and
earned equal to one share of the Company’s common stock; however,
satisfied at 100 percent of target or will be paid out in cash.
Eligible participants will be able to elect to defer receipt of all
or any portion of any earned performance units.
copy of the Award Agreement that is filed as Exhibit 99.1 hereto
and incorporated herein by reference. For further information
regarding the ECP, see Appendix A to NorthWestern Corporation’s
Proxy Statement for the 2014 Annual Meeting of Shareholders filed
on March 7, 2014, Commission File No. 1-10499, which is
incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
EXHIBIT NO.
|
DESCRIPTION OF DOCUMENT
|
|
99.1*
|
Form of 2017 LTIP Award Agreement
|
About NorthWestern Corporation (NYSE:NWE)
NorthWestern Corporation, doing business as North-Western Energy, provides electricity and natural gas. The Company provides electricity and natural gas to over 701,000 customers in Montana, South Dakota and Nebraska. It generates and distributes electricity in South Dakota; distributes natural gas in South Dakota and Nebraska, and generates and distributes electricity and distributed natural gas in Montana. The Company’s segments are Electric operations, Natural gas operations and All other, which primarily consists of unallocated corporate costs. The Company’s regulated electric utility business in Montana includes generation, transmission and distribution. Its service territory covers approximately 107,600 square miles, representing over 73% of Montana’s land area. Its regulated natural gas utility business in Montana includes production, storage, transmission and distribution. The Company distributes natural gas to approximately 191,500 customers in over 105 Montana communities. NorthWestern Corporation (NYSE:NWE) Recent Trading Information
NorthWestern Corporation (NYSE:NWE) closed its last trading session down -0.03 at 57.46 with 806,113 shares trading hands.
