8-K
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
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Current Report |
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Pursuant to Section 13 or 15(d) of the |
Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): |
February 10, 2016 |
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Commission
File Number | | Exact Name of Registrant as Specified in its Charter, State of Incorporation,
Address of Principal Executive Offices and Telephone Number | | I.R.S. Employer
Identification
No. |
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001-32206 | | GREAT PLAINS ENERGY INCORPORATED | | 43-1916803 |
| | (A Missouri Corporation) | | |
| | 1200 Main Street | | |
| | Kansas City, Missouri 64105 | | |
| | (816) 556-2200 | | |
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| | NOT APPLICABLE | | |
(Former name or former address,
if changed since last report) |
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000-51873 | | KANSAS CITY POWER & LIGHT COMPANY | | 44-0308720 |
| | (A Missouri Corporation) | | |
| | 1200 Main Street | | |
| | Kansas City, Missouri 64105 | | |
| | (816) 556-2200 | | |
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| | NOT APPLICABLE | | |
| | (Former name or former address,
if changed since last report) | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| (17 CFR 240.14d-2(b)) |
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[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This combined Current Report on Form 8-K is being filed by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L). KCP&L is a wholly-owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is filed by, Great Plains Energy. Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy’s other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed by, KCP&L. KCP&L makes no representation as to that information. Neither Great Plains Energy nor GMO has any obligation in respect of KCP&L’s debt securities and holders of such securities should not consider Great Plains Energy’s or GMO’s financial resources or results of operations in making a decision with respect to KCP&L’s debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or GMO.
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Compensation Actions |
Compensation Actions
On February 10, 2016, the independent members of the Board, upon the recommendation of its Compensation and Development Committee, approved time-based restricted stock and performance share awards for the three-year performance period ending December 31, 2018 to all officers of Great Plains Energy and its wholly-owned subsidiary, KCP&L. The current named executive officers or “NEOs” receiving awards are Mr. Terry Bassham, Chairman, President and Chief Executive Officer, Scott H. Heidtbrink, Executive Vice President and Chief Operating Officer of KCP&L, Kevin E. Bryant, Senior Vice President - Finance and Strategy and Chief Financial Officer, Heather A. Humphrey, Senior Vice President-Corporate Services and General Counsel and Michael L. Deggendorf, Senior Vice President of KCP&L. These awards will be made pursuant to Great Plains Energy's Long-Term Incentive Plan (“LTIP”) and will be granted on March 1, 2016. The LTIP awards are based on a percentage of base salary for each NEO. The percentage of base salary used to calculate the aggregate dollar amount of the LTIP awards at target performance for each NEO is as follows: Mr. Bassham, 270 percent, Mr. Heidtbrink, 175 percent, Mr. Bryant, 120 percent, Ms. Humphrey, 120 percent, and Mr. Deggendorf, 100 percent. The award distribution is 25 percent time-based restricted stock and 75 percent performance share awards.
The sole performance objective for the 2016-2018 performance period is Great Plains Energy's total shareholder return compared to the Edison Electric Institute index of electric companies for the 2016-2018 period.
2016 Annual Incentive Plan Awards
Additionally, on February 10, 2016, the independent members of the Board, upon recommendation of its Compensation and Development Committee, approved 2016 Annual Incentive Plan (“AIP”) targets for all officers of Great Plains Energy and KCP&L, including NEOs Messrs. Bassham, Heidtbrink, Bryant, Ms. Humphrey and Mr. Deggendorf. The awards are based upon the base salary of the NEO, and the percentage of base salary used to calculate the aggregate dollar amount of the AIP awards, at target performance for each NEO is as follows: Mr. Bassham, 100 percent, Mr. Heidtbrink, 70 percent, Mr. Bryant, 60 percent, Ms. Humphrey, 60 percent and Mr. Deggendorf, 50 percent.
The Board also established different performance objectives, compared to the 2015 annual incentive performance objectives.
The 2016 annual incentive performance objectives and their respective weightings are: Earnings Per Share (50 percent); Safety Audits and Training (10 percent); SAIDI (System-wide Reliability in Minutes) (10 percent); percent Equivalent Availability - Coal Units (Winter & Summer Peak Months Only) (10 percent); Percent Equivalent Availability - Nuclear Unit (5 percent); JD Power Customer Satisfaction Index (10 percent); and Investment across the Energy Value Chain (5 percent).
Discretionary Awards
On February 10, 2016, the independent members of the Board, upon the recommendation of its Compensation and Development Committee, approved one-time discretionary awards. These special awards are consistent with Great Plains Energy's pay for performance philosophy and are due to solid total shareholder return performance, improving cash flows, tightly controlling operations and maintenance expense, execution of the companies’ rate cases with constructive rate case outcomes in Kansas and Missouri including the receipt of a fuel adjustment clause in Missouri, solid fleet performance, and exceptional storm response. As a result of these achievements, the Board made the following discretionary stock awards: Mr. Bassham, $250,000, Mr. Heidtbrink, $226,000, Mr. Bryant, $78,000, and Ms. Humphrey, $75,000. The awards will be granted on March 15, 2016 and will vest one year from the date of grant. Mr. Deggendorf received a one-time discretionary cash award of $ 42,000 payable on March 15, 2016.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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| GREAT PLAINS ENERGY INCORPORATED |
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| /s/ Ellen E. Fairchild |
| Ellen E. Fairchild |
| Vice President, Chief Compliance Officer and Corporate Secretary |
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| KANSAS CITY POWER & LIGHT COMPANY |
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| /s/ Ellen E. Fairchild |
| Ellen E. Fairchild |
| Vice President, Chief Compliance Officer and Corporate Secretary |
Date: February 16, 2016
