Great Plains Energy 8-K 2014
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:
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers Compensation Actions
On February 11, 2014, the independent members of the Board, upon recommendation of its Compensation and Development Committee, approved time-based restricted stock and performance share awards for the performance period ending December 31, 2016 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. Bassham, Chairman, President and Chief Executive Officer, James C. Shay, Senior Vice President-Finance and Strategic Development and Chief Financial Officer, Scott H. Heidtbrink, Executive Vice President and Chief Operating Officer of KCP&L, Heather A. Humphrey, Senior Vice President-Human Resources and General Counsel, and Michael L. Deggendorf, Senior Vice President-Corporate Services. These awards will be made pursuant to Great Plains Energy's Long-Term Incentive Plan (“LTIP”) and will be granted on March 4, 2014. The LTIP awards are based upon the base salary of each NEO, and 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%, Mr. Shay, 120%, Mr. Heidtbrink, 175%, Ms. Humphrey, 120%, and Mr. Deggendorf, 100%. The award distribution is 25% restricted stock and 75% performance share awards.
The performance objectives established for the 2014 performance share grants are substantially the same as the 2013 performance share grants and are two equally-weighted performance objectives: three-year (2014-2016) average funds from operations as a percentage of total adjusted debt (as calculated using Standard & Poor's methodology); and total shareholder return compared to the Edison Electric Institute index of electric companies for the 2014-2016 period.
2014 Annual Incentive Plan Awards
Additionally, on February 11, 2014, the independent members of the Board, upon recommendation of its Compensation and Development Committee, approved its 2014 Annual Incentive Plan (“AIP”) that is applicable to all officers of Great Plains Energy and KCP&L, including NEOs Messrs. Bassham, Shay, Heidtbrink, Deggendorf and Ms. Humphrey. 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%, Mr. Shay, 60%, Mr. Heidtbrink, 70%, Mr. Deggendorf, 50%, and Ms. Humphrey, 50%.
The Board also established different performance objectives, compared to the 2013 annual incentive performance objectives. The 2014 annual incentive performance objectives and their respective weightings are: earnings per share (50%); Days Away, Restricted or Transferred (“DART”)(5%); Safety Audits (5%): System Average Interruption Duration Index (“SAIDI”) (5%); equivalent availability factor — summer and winter peak — coal (5%); equivalent availability factor — nuclear (5%); J.D. Power Customer Satisfaction Index‑residential (5%); and individual performance (20%).
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.
Date: February 18, 2014