Attached files
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| EX-99.1 - EXHIBIT 99.1 - NEVADA POWER CO | exhibit99-1.htm |
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) February 2,
2010
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Registrant,
State of Incorporation, Address of
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I.R.S.
Employer
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Commission
File
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Principal
Executive Offices and Telephone
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Identification
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Number
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Number
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Number
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1-08788
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NV
ENERGY, INC.
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88-0198358
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Nevada
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6226
West Sahara Avenue
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Las
Vegas, Nevada 89146
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(702)
367-5000
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2-28348
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NEVADA
POWER COMPANY d/b/a
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88-0420104
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NV
ENERGY
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Nevada
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6226
West Sahara Avenue
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Las
Vegas, Nevada 89146
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(702)
367-5000
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0-00508
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SIERRA
PACIFIC POWER COMPANY d/b/a
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88-0044418
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NV
ENERGY
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Nevada
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P.O.
Box 10100 (6100 Neil Road)
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Reno, Nevada 89520-0400 (89511)
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(775)
834-4011
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None.
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(Former
name, former address and former fiscal year, 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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR240.14a-12(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e-4(c))
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On February
2, 2010, NV Energy, Inc. (the “Company”) issued a press release in which it
stated that it expected to report earnings per share of $0.78 per share for the
fiscal year ended December 31, 2009. The text of the release is
furnished herewith as Exhibit 99.1. The fourth-quarter earnings
and 2009 year-end results are scheduled to be reported on a conference call and
webcast at 7:00 a.m. Pacific Standard Time on February 8, 2010, as previously
announced.
Departure
of Chief Financial Officer
On February
2, 2010, the Company announced that William D. Rogers, the Company’s Chief
Financial Officer and Treasurer, had resigned. E. Kevin Bethel, 46,
the Company’s current Chief Accounting Officer and Controller, will serve as
interim Chief Financial Officer of the Company until a permanent
successor is named. Before joining NV Energy in December 2007, Mr.
Bethel was Assistant Controller for American Electric Power in Columbus,
Ohio.
Compensatory
Arrangements of Certain Officers.
On February
2, 2010, the Board of Directors of the Company approved the Compensation
Committee’s recommendation to adopt the 2010 Officer Compensation Program for
the Company. Data from Towers Watson’s Philadelphia Compensation
practice and Frederic W. Cook & Co., Inc. was used to provide guidance in
setting named executive officer compensation. The 2010 Officer
Compensation Program consists of (1) an annual base salary, (2) target
participation rates for cash awards under the NV Energy 2010 Short Term
Incentive Plan (STIP) ranging from 40% to 100% of base salary depending upon
officer level, and (3) value ranges for grants under the NV Energy Long Term
Incentive (LTIP) plan. In reaching its decision to recommend adoption
of the 2010 Officer Compensation Program, the Compensation Committee consulted
with its independent consultant, Towers Watson and Frederic W. Cook & Co.,
Inc. The Company generally seeks to pay total direct compensation near the 50th
percentile of other comparable companies using data provided by its independent
consultants.
2010 Named Executive Officer Cash Compensation
The Board
also accepted the Compensation Committee’s recommendation to approve
the STIP structure for named executive officers of the
Company. The 2010 STIP structure for officers includes assuring
investment diligence, building strong customer relations and achieving
operational excellence and delivering sustainable energy, which has a weighting
of 75% for performance against the STIP scorecard, with the other 25% of this
award based upon an individual performance assessment. The Committee
will continue its practice of reviewing and approving final STIP payments to all
officers. Performance against the Company’s STIP scorecard is
measured by the end of the Fiscal year by the Company’s Finance organization and
results are subjected to internal audit prior to being sent to the CEO and the
Committee. The Committee approved the STIP measures and targets for
the Officer group.
The Board approved
the Committee’s recommended 2010 adjustments to base salaries and 2010 STIP
targets (expressed as a percentage of base salary) for the following named
executive officers. There had been no adjustments in 2009 to the base
salary of any of these executive
officers:
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Name
and Title
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2010
Base Salary
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2010
STIP % Target
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Michael
Yackira
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$
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800,000
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100
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%
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Jeffrey
Ceccarelli
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$
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385,000
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55
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%
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Paul
Kaleta
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$
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420,000
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60
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%
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Roberto
Denis
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$
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385,000
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55
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%
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On February
2, 2010, the Board of Directors accepted the Compensation Committtee’s
determination that there would not be a payout of 2007 Performance Shares under
a grant awarded in February of that year. Measurement data from
Towers Watson indicated that the minimum performance threshold of the 35th
percentile against the Dow Jones Utility Index had not been met, and therefore,
no payment would be made to participants in that grant. The Board of
Directors of the Company further accepted the Compensation
Committee’s recommendation to approve the 2010 Long Term Incentive Plan (LTIP)
equity grants to named executive officers with the following
values:
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Name
and Title
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2010
LTIP Grant Value (1)
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Michael
Yackira
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$
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1,720,000
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Jeffrey
Ceccarelli
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$
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481,250
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Paul
Kaleta
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$
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525,000
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Roberto
Denis
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$
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481,250
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(1)
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The
number of shares to be issued in connection with the 2010 LTIP Grant
Values set forth in the table will be calculated using an average of the
closing share price of the Company’s stock for the five business day
period beginning February 11, 2010 and ending on February 18,
2010.
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Two thirds of
the equity grants under the LTIP plan will be awarded as performance shares
against a Total Shareholder Return (TSR) measured against the S&P Electric
Utility index. One third of the equity grant under the LTIP plan will
be awarded as performance based restricted shares measured against a three year
aggregate score of the STIP.
The TSR-based
performance shares will vest, if at all, at the end of a three year period based
on a comparison of the Company’s TSR to other companies on the S&P Electric
Utility index. No shares will vest if the Company’s TSR is below the
35th percentile on this index, 50% of the grant will vest if the TSR is at the
35th percentile, 100% will vest if the TSR is at the 50th percentile and 150%
will vest if the TSR is at or above the 75th percentile.
(c) Exhibits
— The following exhibit is furnished with this Form 8-K:
EX-99.1 —
Press Release dated February 2, 2010
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrants have
each duly caused this report to be signed on their behalf by the undersigned,
thereunto duly authorized.
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NV
ENERGY, INC.
(Registrant)
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Date:
February 5, 2010
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By:
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/s/
Paul J. Kaleta
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Paul
J. Kaleta
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Corporate
Senior Vice President,
General
Counsel and Secretary
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Nevada
Power Company d/b/a
NV
Energy
(Registrant)
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Date:
February 5, 2010
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By:
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/s/
Paul J. Kaleta
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Paul
J. Kaleta
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Senior
Vice President,
General
Counsel and Secretary
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Sierra
Pacific Power Company d/b/a
NV
Energy
(Registrant)
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Date:
February 5, 2010
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By:
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/s/
Paul J. Kaleta
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Paul
J. Kaleta
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Senior
Vice President,
General
Counsel and Secretary
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