Great Plains Energy 8-K 2015
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 provided 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 furnished or 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 furnished or 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.
On August 6, 2015, Great Plains Energy issued a press release announcing its results for the second quarter ended June 30, 2015. A copy of the press release is attached as Exhibit 99.1.
The press release contains information regarding KCP&L. Accordingly, information in the press release relating to KCP&L is also being furnished on behalf of KCP&L.
The information under this Item 2.02 and in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. The information under this Item 2.02 and Exhibit 99.1 hereto shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise expressly indicated in such registration statement or other document.
On August 1, 2015, James C. Shay announced his intention to resign as Senior Vice President - Finance and Chief Financial Officer of Great Plains Energy, KCP&L and GMO effective September 2, 2015.
On August 4, 2015, the Boards of Directors of Great Plains Energy, KCP&L and GMO appointed Kevin E. Bryant, 40, currently Vice President-Strategic Planning of Great Plains Energy, KCP&L and GMO, as Senior Vice President - Finance, Strategy and Chief Financial Officer of Great Plains Energy, KCP&L and GMO, effective September 2, 2015. Mr. Bryant will hold such positions until his resignation or removal. There are no family relationships between Mr. Bryant and any other executive officer or director of Great Plains Energy, KCP&L or GMO, and there is no arrangement or understanding between Mr. Bryant and any other person pursuant to which he was appointed to this position. The other information regarding Mr. Bryant required by Item 401(e) of Regulation S-K is disclosed in the section titled “Executive Officers” in Part I Item 1. Business of Great Plains Energy’s Annual Report on Form 10‑K for the year ended December 31, 2014 and is incorporated herein by reference.
In connection with his appointment, Mr. Bryant’s annual base salary will be increased to $390,000 effective September 2, 2015. Additionally, Mr. Bryant’s annual incentive plan target award will be increased to 60% of base annual salary for the portion of the current year commencing on September 2, 2015. Similarly, his target under Great Plains Energy’s Long‑Term Incentive Plan (the “Plan”) will be increased to 120% for the portion of the current year commencing September 2, 2015. To effectuate this increase, Mr. Bryant will receive additional grants of performance shares and restricted stock to vest March 1, 2018. The number of additional performance shares at target and restricted stock granted shall each be determined by dividing $116,359 and $38,786, respectively, by the closing price per share of Great Plains Energy common stock on the day prior to the grant date. The performance shares will be based on the same performance objectives as described in Great Plains Energy’s most recent proxy statement for the 2015-2017 performance period. Mr. Bryant will also receive a $300,000 grant of time‑based
restricted stock vesting 34 percent on the first year from grant date, 33 percent on the second year from grant date and 33 percent on the third year from grant date.
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: August 6, 2015