driamended2005icp.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
Dominion
Resources, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
001-08489
(Commission
File
Number)
|
54-1229715
(IRS
Employer
Identification
No.)
|
|
120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23219
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (804) 819-2000
(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 (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 23, 2009, the Dominion Resources, Inc. (Dominion) Compensation,
Governance and Nominating (CGN) Committee recommended amendments to the 2005
Incentive Compensation Plan (the “Plan”), and on February 24, 2009, the Dominion
Board of Directors approved, subject to shareholder approval, the amended and
restated 2005 Incentive Compensation Plan (the “Amended Plan”). The
Amended Plan was approved by shareholders at the 2009 Annual Meeting of
Shareholders on May 5, 2009.
The
Amended Plan provides for: (i) an extension of the term under the
initial Plan until the date after the 2016 Annual Meeting; (ii) an increase in
the number of reserved shares from 30 million to 36 million shares; (iii)
shareholder approval of performance criteria required by the Internal Revenue
Service, including four new performance criteria based on book value,
environmental considerations, safety and reliability; and (iv) clarifications
for compliance with Section 409A of the Internal Revenue Code.
Under the
Amended Plan the following types of incentive awards may be granted to eligible
employees of Dominion and its subsidiaries: performance grants,
restricted stock grants, goal-based stock, stock options and stock appreciation
rights (“SARs”). Performance grants are subject to the achievement of
pre-established goals and may be paid in cash, stock or both. The Amended Plan
generally provides for a three-year minimum vesting schedule on restricted stock
awards that are not subject to performance-based criteria and no restricted
stock awards may vest in less than one year. Goal-based shares are
subject to pre-established performance criteria and are not issued until the
goals have been met. With respect to stock options, the CGN Committee
establishes the terms and conditions for each stock option; however, the Amended
Plan sets the maximum term for stock options and SARs at eight years and does
not permit the repricing of stock options without the prior approval of
shareholders. The Amended Plan prohibits the use of discounted stock
options and SARs, except in certain merger or acquisition
transactions. When granting awards under the Amended
Plan, the CGN Committee may allow the awards to become fully
exercisable or vested upon a Change of Control, as defined in the Amended
Plan. The awards will become vested only if a Change of Control
actually occurs.
The
Amended Plan provides for a fixed reserve of 36 million shares and does not
provide for any annual increase of available shares. Shares subject
to an award under the Amended Plan that are forfeited or otherwise terminate
unexercised without issuance will again be available for
award. Shares exchanged as payment of an option exercise or retained
to satisfy withholding taxes are not added to shares available for
awards. Reload options are expressly prohibited.
Any
material amendments to the Amended Plan require shareholder
approval.
The
description of the Amended Plan is a summary only and is qualified by reference
to the Amended Plan, which is filed as Exhibit 10.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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10
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Dominion
Resources, Inc. 2005 Incentive Compensation Plan, as amended and restated
effective May 5, 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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DOMINION
RESOURCES, INC.
Registrant
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|
|
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/s/
Carter M. Reid
|
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Carter
M. Reid
Vice
President – Governance and Corporate
Secretary
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Date: May
11, 2009