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Attachment 1
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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) May 5,
2009
CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
(Exact
name of registrant as specified in its
charter)
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Vermont
(State
or other jurisdiction
of
incorporation)
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1-8222
(Commission
File
Number)
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03-0111290
(IRS
Employer
Identification
No.)
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77
Grove Street, Rutland,
Vermont 05701
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code (800)
649-2877
N/A
(Former
name or former address, if changed since last
report)
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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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At
a meeting of the Central Vermont Public Service Corporation (the
"Company") Board of Directors held on May 5, 2009, the Company's Board of
Directors approved the structure, specific performance measures, and
targets for the 2009-2011 Long-Term Incentive Plan ("LTIP") for executive
officers, which delivers 100 percent of its value in performance
shares. Fifty percent of the performance shares are based on
the Company's total shareholder return compared to all other publicly
traded electric and combination utilities, and the other 50 percent of
performance shares are based on the Company's three-year performance
compared to predetermined operational measures. The
operational measure selected for the 2009-2011 cycle is the restoration of
the Company's corporate credit rating to investment grade
status. The payout targets remain the same as the 2008-2010
three-year cycle and are as follows: Chief Executive Officer $250k, Senior
Vice President $90k and Vice President $60k. Depending on
performance, the payout potential is 0-1.5 times target with dividends
invested over the three-year performance cycle.
A
copy of the 2009-2011 Long-Term Incentive Plan is attached hereto as
Exhibit A 10.18.
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Item
8.01.
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Other.
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The
Company’s 2009 Annual Meeting (the “Annual Meeting”) of Stockholders was
held on May 5, 2009 in Rutland, Vermont. Of the 11,610,905
shares of the Company’s Common Stock outstanding as of the close of
business on the February 26, 2009 record date, 10,007,750 shares (86%)
were represented in person or by proxy at the Annual Meeting.
The
Company’s stockholders voted on four matters at the Annual Meeting as
follows:
1) the
election of four directors for a term of three years;
2) the
ratification of the appointment of Deloitte & Touche LLP as the
independent registered public accountants for fiscal year ending December
31, 2009;
3) approval
of amended Articles of Association and By-laws to decrease the maximum
number of directors allowed on the board of directors to 13 from 21;
and,
4) approval
of amended Articles of Association and By-laws to provide for the annual
election of directors.
Set
forth below are the results of the votes taken at the Annual
Meeting.
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Item
1 required the affirmative vote of a plurality (nominees receiving the
greatest number of votes will be elected at a meeting at which a quorum is
present) of the votes cast by the shares entitled to
vote.
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1) Nominees
for Director elected whose terms will expire in year 2012.
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Name
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Votes
FOR
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Votes
WITHHELD
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Robert
L. Barnett
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9,563,934
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443,816
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Robert
G. Clarke
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9,598,328
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409,422
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Mary
Alice McKenzie
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9,567,656
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440,094
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William
R. Sayre
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9,483,495
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524,255
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Item
2 required the affirmative vote of holders of a majority of the votes cast
on the proposal in person or by proxy and entitled to vote at the Annual
Meeting.
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2) Ratification
of the appointment of Deloitte & Touche LLP as the Company’s
independent registered public accountants for
fiscal year ending December 31, 2009. |
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FOR
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AGAINST
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ABSTAIN
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9,884,528
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81,444
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41,778
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Items
3 and 4 required the affirmative vote of at least 80% of the outstanding
shares entitled to vote at the
meeting.
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3) Approval
of Amended Articles of Association and By-laws to decrease the maximum
number of directors allowed on the board
of directors to 13 from 21 by the following vote: |
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FOR
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%
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9,887,854
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85%
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4) Approval
of Amended Articles of Association and By-laws to provide for the annual
election of directors.
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FOR
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%
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7,596,555
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65%
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit
Number
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Description
of Exhibit
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A
10.18
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2009-2011
Long-Term Incentive Plan, Effective as of January 1,
2009.
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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.
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CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
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By
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Joan F.
Gamble
Joan
F. Gamble
Vice
President, Strategic Change and Business Services
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May
11, 2009
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