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 3, 2007 (June 27, 2007)
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.
Section 5. Corporate Governance and Management
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously announced, on June 30, 2007 James S. Haines, Jr. retired from our Board of Directors and as our Chief Executive Officer.
On July 1, 2007, William B. Moore assumed the position of Chief Executive Officer in addition to his existing positions as our President and member of our Board of Directors. On June 27, 2007, our Board of Directors approved an increase in Mr. Moore’s base salary from $450,000 to $600,000 effective July 1, 2007.
On June 27, 2007, our Board of Directors appointed Douglas R. Sterbenz as our Chief Operating Officer and approved an increase in his base salary from $350,000 to $415,000. Both the new position and increased salary took effect on July 1, 2007. In addition to his new responsibilities, Mr. Sterbenz will continue to serve as our Executive Vice President, Generation and Marketing.
Additionally, on July 2, 2007 Mr. Moore and Mr. Sterbenz received awards of 23,400 and 9,300 restricted share units and associated dividend equivalents, respectively. One-third of each award will vest on July 1, 2008 and one-third will vest on each of the first two anniversaries of such date if, in the case of each installment, the officer’s employment with us continues uninterrupted through the applicable vesting date. A prorated portion of the award will also vest if we terminate the officer’s employment other than for cause, the officer terminates his employment for good reason, or the officer’s employment terminates on account of death, disability or retirement. The form of the restricted share unit award document is attached as an exhibit to our Current Report on Form 8-K filed on December 19, 2006.
On June 27, 2007, our Board of Directors also approved an increase in base salary from $350,000 to $400,000 for Mark A. Ruelle, our Executive Vice President and Chief Financial Officer. In addition to his existing responsibility for the treasury, accounting and risk management functions, Mr. Ruelle has now assumed responsibility for human resources and information technology and oversight for generation construction. The change of salary and additional responsibilities became effective on July 1, 2007.
A copy of our June 27, 2007 press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
Section 9. Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | 99.1 Press Release dated June 27, 2007 |
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 3, 2007 | 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 99.1 | Press Release dated June 27, 2007 |
Exhibit 99.1
 |
Media contact: Karla Olsen, director, corporate Phone: 888.613.0003 FAX: 316.261.6769 | |
| Investor contact: | ||
| Tony Somma, | ||
| treasurer | ||
| Phone: 785.575.8077 | ||
| tony.somma@WestarEnergy.com | ||
WESTAR ENERGY REALIGNS LEADERSHIP TEAM
TOPEKA, Kan., June 27, 2007 — Westar Energy, Inc. (NYSE:WR) today announced changes to its officer roster, including promotions, assignment changes and appointment of a new vice president.
“The changes announced today will increase Westar’s focus on three areas going forward: continued high quality customer service, construction of new transmission and generation facilities to meet the growing need for electricity in Kansas, and development of energy efficiency and renewable energy programs,” said Bill Moore, who will assume the position of president and chief executive officer July 1.
Five officers will report directly to Moore: Mark Ruelle, executive vice president and chief financial officer; Doug Sterbenz, executive vice president and chief operating officer; Jim Ludwig, executive vice president, public affairs and consumer services; Michael Lennen, newly appointed vice president, regulatory affairs; and Larry Irick, vice president, general counsel and corporate secretary.
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Westar Energy realigns leadership team
Ruelle will continue as executive vice president and CFO. In addition to responsibility for the treasury, accounting and risk management functions, he will assume responsibility for human resources and information technology and oversight for generation construction. Ruelle returned to Westar in 2003 as executive vice president and chief financial officer. He has 20 years of experience in the industry, 14 years with Westar.
Sterbenz has been responsible for Westar’s generation and marketing functions since 2001 as senior vice president, and then in 2006, as executive vice president. He will now be executive vice president and chief operating officer, with the added responsibilities for distribution power delivery, transmission operations, environmental services and operations strategy and support. Sterbenz has 21 years of experience in the industry, 10 years with Westar.
Ludwig returned to Westar in 2003 as vice president, public affairs, with responsibility for governmental affairs, community affairs and corporate communications. In 2006, he became vice president, regulatory and public affairs, adding responsibility for the company’s regulatory department. Ludwig will be located in Wichita and will be executive vice president, public affairs and consumer services. He will be responsible for customer care, governmental affairs, community affairs and corporate communications. He will also oversee the Westar Energy Green Team and a newly established energy efficiency department. Ludwig has 16 years of service with Westar.
Michael Lennen will join Westar as vice president, regulatory affairs and be located in Topeka. For the last 18 years, Lennen has been a partner with the Morris, Laing, Evans, Brock & Kennedy, Chartered law firm in Wichita. He served as chairman of the Kansas Corporation Commission from 1983 to 1987. He has represented Westar Energy before the Kansas
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Westar Energy realigns leadership team
Corporation Commission for 15 years as outside legal counsel. He is a graduate of Southwestern College in Winfield and earned his law degree from Washburn University School of Law.
Irick, who has been with Westar for eight years, will continue as vice president, general counsel and corporate secretary.
Management changes are effective July 1, with the exception of the change for Lennen, who will start July 16.
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Westar Energy, Inc. (NYSE: WR) is the largest electric utility in Kansas, providing electric service to about 669,000 customers in the state. Westar Energy has about 6,100 megawatts of electric generation capacity and operates and coordinates approximately 33,000 miles of electric distribution and transmission lines.
For more information about Westar Energy, visit us on the Internet at http://www.WestarEnergy.com.
Forward-looking statements: Certain matters discussed in this news release 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 Westar Energy believes that its expectations are based on reasonable assumptions, all forward-looking statements involve risk and uncertainty. Therefore, actual results could vary materially from what we expect. Please review our Form 10-Q for the period ended March 31, 2007 for important risk factors that could cause results to differ materially from those in any such forward-looking statements. 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 except as required by applicable laws or regulations.
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