PEPCO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-31403
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52-2297449
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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701 Ninth Street, N.W., Washington, DC
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20068
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(202) 872-3526
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Not Applicable
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(Former name or former address, if changed since last report.)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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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 Arrangement of Certain Officers.
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·
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Mr. Boyle will receive an annual base salary of $440,000, which will be reviewed annually beginning in 2013.
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Mr. Boyle will participate in the Company's annual incentive and long-term incentive plans on the same basis as other similarly situated executives, prorated for time of service, with the terms of awards in 2012 as follows:
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o
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An opportunity to earn an annual cash award under the Company’s Amended and Restated Annual Executive Incentive Compensation Plan of a target of 60% (up to a maximum of 180%) of annual salary (prorated based upon start date), depending on achieving certain performance goal criteria, including Company performance results, service reliability and customer satisfaction.
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o
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Awards targeted at 125% of annual salary (up to a maximum of 200%) (prorated based upon start date) under the Company’s Long-Term Incentive Plan consisting of:
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one-third time-based restricted stock units (and dividend equivalents) on the date of the grant, which vest three years from Mr. Boyle’s hire date, provided Mr. Boyle remains in the employ of the Company at such time, and
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·
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two-thirds performance-based restricted stock units (and dividend equivalents), which shall vest only if the Company’s total shareholder return for the three-year performance period (2012 to 2014) exceeds certain established thresholds.
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Mr. Boyle will participate in the Pepco Holdings Retirement Plan and the Company’s 2011 Supplemental Executive Retirement Plan, in accordance with the terms of each such plan.
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Mr. Boyle will participate in the Company's Change-in-Control Severance Plan at a level that provides for payment in the amount of three (3) times
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salary and bonus if Mr. Boyle’s employment with the Company terminates under certain circumstances within one year after a change in control of the Company.
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The Company will provide Mr. Boyle with a signing bonus of $40,000 and will reimburse Mr. Boyle for relocation expenses, including a gross up for any taxes incurred on amounts reimbursed.
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Item 7.01
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Regulation FD Disclosure.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits |
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Exhibit No.
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Description of Exhibit
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10
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Letter Agreement between Pepco Holdings, Inc. and Frederick J. Boyle
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99
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Pepco Holdings, Inc. Presentation - March 27, 2012 Analyst Conference (furnished)
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PEPCO HOLDINGS, INC.
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(Registrant)
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Date:
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March 26, 2012
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/s/ JOSEPH M. RIGBY
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Name: Joseph M. Rigby
Title: Chairman of the Board,
President and Chief Executive Officer
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Exhibit No.
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Description of Exhibit
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10
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Letter Agreement between Pepco Holdings, Inc. and Frederick J. Boyle.
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Exhibit No.
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Description of Exhibit
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99
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Pepco Holdings, Inc. Presentation - March 27, 2012 Analyst Conference
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