UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 6, 2011
WESTAR ENERGY, INC.
(Exact name of registrant as specified in its charter)
| KANSAS | 1-3523 | 48-0290150 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 818 South Kansas Avenue, Topeka, Kansas |
66612 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (785) 575-6300
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
WESTAR ENERGY, INC.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2011, William B. Moore advised our Board of Directors that he will retire as our Chief Executive Officer, effective July 31, 2011. Mr. Moore previously announced at our annual meeting of shareholders on May 19, 2011 his intention to retire later in the year.
On June 29, 2011, our Board of Directors appointed Mark A. Ruelle as our Chief Executive Officer, effective August 1, 2011. Mr. Ruelle, age 49, has served since May 19, 2011 as a Class III director and as our President and Chief Financial Officer. Mr. Ruelle had served since January 2003 as our Executive Vice President and Chief Financial Officer, and as Vice President and Treasurer of our wholly-owned subsidiary, Kansas Gas and Electric Company.
On June 29, 2011, our Compensation Committee approved, and our Board of Directors ratified, the vesting of a prorated number of Mr. Moore’s outstanding time-based restricted share units upon his retirement on July 31, 2011. In addition, the target awards under Mr. Moore’s outstanding performance-based restricted share unit awards will be prorated upon his retirement on July 31, 2011, with vesting and payment of the prorated performance-based award to be made at the end of the performance period based on our total shareholder return for the entire performance period, as provided in the applicable award documents. In both cases, proration will be based upon the number of days from the applicable grant date through July 31, 2011. An amendment to Mr. Moore’s restricted share unit award documents is attached as Exhibit 10.1.
Item 7.01. Regulation FD Disclosure.
Beginning July 6, 2011, we will discuss with various investors the presentation slides attached to this report as Exhibit 99.1, which exhibit is incorporated herein by this reference. This information is available to the public on our website, http://www.WestarEnergy.com. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by us under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit 10.1 | Amendment to William B. Moore award documents | |
| Exhibit 99.1 | Westar Energy, Inc. presentation slides |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Westar Energy, Inc. | ||||||
| Date: July 6, 2011 | By: | /s/ LARRY D. IRICK | ||||
| Name: | Larry D. Irick | |||||
| Title: | Vice President, General Counsel and Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| Exhibit 10.1 | Amendment to William B. Moore award documents | |
| Exhibit 99.1 | Westar Energy, Inc. presentation slides | |
Exhibit 10.1
WESTAR ENERGY
1996 LONG-TERM INCENTIVE AND SHARE AWARD PLAN
AMENDMENT TO RESTRICTED SHARE UNITS AWARDS
This amendment (“Amendment”) is executed July 6, 2011 by Westar Energy, Inc. (the “Company”) and William B. Moore (“Moore”). Capitalized terms not otherwise defined herein shall have the meaning assigned them in the Outstanding Awards (as hereinafter defined).
WHEREAS, on February 24, 2010, pursuant to the Company’s 1996 Long-Term Incentive and Share Award Plan (the “Plan”), the Company granted Moore one Restricted Share Units Award and one Performance Restricted Share Units Award, each with a vesting date of January 1, 2012; and
WHEREAS, on February 24, 2010, pursuant to the Plan, the Company granted Moore one Restricted Share Units Award and one Performance Restricted Share Units Award, each with a vesting date of January 1, 2013; and
WHEREAS, on February 23, 2011, pursuant to the Plan, the Company granted Moore one Restricted Share Units Award and one Performance Restricted Share Units Award, each with a vesting date of January 1, 2014;
WHEREAS, the Company and Moore desire to amend the above awards (each an “Outstanding Award” and collectively, the “Outstanding Awards”) as provided herein;
NOW, THEREFORE, the Company and Moore agree to the following amendment:
Upon Moore’s retirement on July 31, 2011, a prorated portion of each Restricted Share Units Award shall vest based on the number of days from the grant date of such Restricted Share Units Award through July 31, 2011, and each prorated Restricted Share Units Award shall be paid as soon as practicable on or following July 31, 2011.
Upon Moore’s retirement on July 31, 2011, each Target Award under a Performance Restricted Share Units Award shall be prorated based on the number of days from the grant date of such Performance Restricted Share Units Award through July 31, 2011, and each prorated Target Award (and related dividend equivalents) shall be adjusted as provided in Section 3 of such Performance Restricted Share Units Award based on the Company’s Total Shareholder Return for the entire Performance Period, and paid following the Vesting Date as provided in Section 5 of such Performance Restricted Share Units Award.
The terms of the foregoing paragraphs shall control notwithstanding anything to the contrary in the Restricted Share Units Awards or Performance Share Units Awards.
Except as specifically amended herein, all other terms and conditions of the Outstanding Awards shall remain unmodified and in full force and effect.
| WESTAR ENERGY, INC. | ||
| By: | /s/ Jerl Banning | |
| Name: | Jerl Banning | |
| Title: | Vice President, Human Resources | |
| AGREED TO: | ||
| /s/ William B. Moore | ||
| Name: | William B. Moore | |
| Title: | Chief Executive Officer | |
2
 Recent Event Update
July 6, 2011
July 6 Recent Event Update
Exhibit 99.1 |
 2
Forward Looking Disclosures
Forward-looking
statements:
Certain
matters
discussed
in
this
presentation
are
“forward-
looking
statements.”
The
Private
Securities
Litigation
Reform
Act
of
1995
has
established
that
these
statements
qualify
for
safe
harbors
from
liability.
Forward-looking
statements
may
include
words
like
“believe,”
“anticipate,”
“target,”
“expect,”
“pro
forma,”
“estimate,”
“intend,”
“guidance”
or
words
of
similar
meaning.
Forward-looking
statements
describe
future
plans,
objectives,
expectations
or
goals.
Although
we
believe
expectations
are
based
on
reasonable
assumptions,
all
forward-looking
statements
involve
risk
and
uncertainty.
The
factors
that
could
cause
actual
results
to
differ
materially
from
these
forward-looking
statements
include
those
discussed
herein
as
well
as
(1)
those
discussed
in
the
company’s
Annual
Report
on
Form
10-K
for
the
year
ended
Dec.
31,
2010
(a)
under
the
heading,
“Forward-Looking
Statements,”
(b)
in
ITEM
1.
Business,
(c)
in
ITEM
1A.
Risk
Factors,
(d)
in
ITEM
7.
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations,
and
(e)
in
ITEM
8.
Financial
Statements
and
Supplementary
Data:
Notes
13
and
15;
and
(2)
those
discussed
in
the
company’s
Quarterly
Report
on
Form
10-
Q
filed
May
5,
2011
(a)
in
ITEM
7.
Management’s
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations
and
(b)
in
Part
I,
Financial
Information,
ITEM
1.
Financial
Statements:
Notes
8
and
9;
and
(3)
other
factors
discussed
in
the
company’s
filings
with
the
Securities
and
Exchange
Commission.
Any
forward-looking
statement
speaks
only
as
of
the
date
such
statement
was
made,
and
the
company
does
not
undertake
any
obligation
to
update
any
forward-looking
statement
to
reflect
events
or
circumstances
after
the
date
on
which
such
statement
was
made.
July 6 Recent Event Update |
 3
•
KCC approved route for Prairie Wind Transmission line
•
Staff recommends in favor of La Cygne environmental retrofit
•
General rate case filing now planned for August
•
Mark Ruelle selected to succeed Bill Moore as CEO
Recent Events
July 6 Recent Event Update |
 4
KCC Approved Route for
Prairie Wind Transmission Line Within 120 Days
•
Prairie Wind Transmission
•
50/50 JV with ETA
•
Approximately 110 miles
•
Project cost
$225 million
•
KCC approved line route June 2011
•
Plan to begin construction mid 2012
•
Estimated completion 2014
July 6 Recent Event Update |
 5
•
GXP, as station operator, filed with KCC a predetermination request, and
Westar intervened in support, seeking:
–
Prudency of constructing and installing air quality control equipment
•
Wet scrubbers, fabric filters and common chimney for both units
•
SCR and low NOx system for Unit 2
–
Confirmation the $1.2 billion total project estimate (excluding AFUDC and
property taxes) is reasonable and prudent
•
Westar’s
50%
share
of
project
-
$615
million
•
KCC Staff (Staff) recommends in favor of the La Cygne retrofit as the
least cost alternative
•
Staff concurs there should be no adjustment to the allowed ROE tied to
the use of predetermination
•
No recommendation by Staff on Westar’s
use of ECRR for La Cygne
project
•
Key future dates in the docket (11-KCPE-581-PRE):
–
Evidentiary hearings July 11 through 15
–
Order due August 22
Predetermination Request for
La Cygne Environmental Project
July 6 Recent Event Update |
 6
•
May 31, 2011 submitted to KCC a notice of intent to file a rate case
–
Requires a filing to made within a 30 to 90 day window
•
Expect to file rate case mid to late August
•
Historical test year 12 months ended March 2011
–
Test year to include adjustments for known and measurable items
•
Decision due 240 days from filing
Planned 2011 General Rate Case
July 6 Recent Event Update |
 7
•
Bill Moore, CEO since 2007 to retire July 31
•
Mark Ruelle, CFO since 2003, to succeed Moore
–
25 years utility experience
–
13 years CFO experience (two different companies)
–
Background
•
Finance
•
Strategy
•
IT
•
HR
•
Operations
•
Regulatory
CEO Succession
July 6 Recent Event Update |