Attached files
| file | filename |
|---|---|
| EX-3.1 - BYLAWS OF TECO ENERGY, INC. - TECO ENERGY INC | dex31.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):
May 4, 2011
TECO ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Florida | 1-8180 | 59-2052286 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 702 N. Franklin Street, Tampa, Florida | 33602 | |||
| (address of principal executive offices) | (zip code) | |||
Registrant’s telephone number, including area code: (813) 228-1111
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Securities 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)) |
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
As contemplated in the Corporation’s 2011 proxy statement (the “Proxy Statement”), the 5% or 20% portion of each executive officer’s 2010 annual incentive award that is based on the Corporation’s annual earnings per share growth and return on equity relative to that of other companies in the industry was determined on May 4, 2011. As described on page 19 of the Proxy Statement, the achievement level of this portion of the annual incentive award is dependent on the Corporation’s ranking within the list of peer companies described in the Proxy Statement for these metrics, with earnings per share growth given twice the weight of return on equity. If the Corporation’s performance is below the median, there is no payout for that element of the goal. If the Corporation’s performance ranks in the top quarter of those companies for both elements, the goal is paid out at 150%, and if the Corporation is above the median but below the top quarter, pay out is prorated linearly between 0% and 150%, based on where the Corporation ranks on the list for each element. The Corporation was in the top quartile of the peer group companies for both return on equity and earnings per share growth, which resulted in the approval pursuant to the terms of the Annual Incentive Plan of a payout of 150% for this goal.
Below is the Summary Compensation Table included in the Proxy Statement, which has been amended and restated to reflect the payment of the portion of the annual incentive described above, which changed the values shown under the “Non-Equity Incentive Plan Compensation” and “Total” columns for 2010.
| Name and Principal Position |
Year | Salary ($) |
Stock Awards1 ($) |
Non-Equity Incentive Plan Compensation 2 ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings 3 ($) |
All Other Compensation 4 ($) |
Total ($) | |||||||||||||||||||||
| Sherrill W. Hudson |
2010 | 684,333 | 1,685,006 | 708,560 | 23,945 | 52,488 | 6 | 3,154,332 | ||||||||||||||||||||
| Executive Chairman of the Board 5 |
|
2009 2008 |
|
|
826,189 826,189 |
|
|
1,420,772 1,830,981 |
|
|
737,199 574,928 |
|
|
23,467 24,195 |
|
|
120,713 122,869 |
|
|
3,128,340 3,379,162 |
| |||||||
| John B. Ramil 7 |
2010 | 639,615 | 1,123,330 | 638,426 | 520,206 | 8,736 | 2,930,313 | |||||||||||||||||||||
| President and Chief Executive Officer |
|
2009 2008 |
|
|
534,000 534,000 |
|
|
667,014 1,007,084 |
|
|
417,856 325,150 |
|
|
624,313 330,199 |
|
|
7,662 7,212 |
|
|
2,250,845 2,203,645 |
| |||||||
| Gordon L. Gillette |
2010 | 465,000 | 593,199 | 412,404 | 335,925 | 8,736 | 1,815,264 | |||||||||||||||||||||
| President, Tampa Electric Company |
|
2009 2008 |
|
|
455,500 455,500 |
|
|
454,321 597,666 |
|
|
319,324 237,730 |
|
|
375,012 256,087 |
|
|
7,662 7,212 |
|
|
1,611,819 1,554,195 |
| |||||||
| Sandra W. Callahan |
2010 | 350,000 | 505,409 | 244,048 | 606,161 | 8,736 | 1,714,354 | |||||||||||||||||||||
| Senior Vice President – Finance and Accounting and Chief Financial Officer |
2009 | 262,633 | 103,774 | 159,706 | 271,143 | 7,662 | 804,918 | |||||||||||||||||||||
| Charles A. Attal |
2010 | 315,000 | 412,512 | 194,950 | 218,608 | 8,736 | 1,149,806 | |||||||||||||||||||||
| Senior Vice President, General Counsel and Chief Legal Officer |
||||||||||||||||||||||||||||
| Clinton E. Childress |
2010 | 325,000 | 412,512 | 183,950 | 213,000 | 8,736 | 1,143,198 | |||||||||||||||||||||
| Senior Vice President, Corporate Services and Chief Human Resources Officer |
2009 | 313,000 | 305,113 | 152,873 | 361,594 | 7,662 | 1,140,242 | |||||||||||||||||||||
| (1) | The amounts reported for stock awards reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (formerly referred to as FAS 123R). See Note 9, Common Stock, to the TECO Energy Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 for a discussion of the assumptions made in valuations of stock awards. |
| (2) | The 2008 annual incentive awards were paid in the form of 50% cash and 50% restricted stock (based on the stock closing price on February 3, 2009 of $12.15). |
| (3) | This column shows the change in the actuarial present value of the benefits that would be provided under our tax-qualified defined benefit plan and our supplemental retirement plan. This value is calculated based on variables such as average earnings and years of service, and therefore a larger increase in value may be attributable, for example, to an increase in pay, year over year. Other factors affecting the present value include interest rates and the age of the officer. See pages 25-26 for a description of our retirement plans. The change in value attributable to the tax-qualified plan in 2010, 2009, and 2008, respectively, was: $23,945, $23,467 and $24,195 for Mr. Hudson; $99,499, $89,310 and $43,280 for Mr. Ramil; $69,470, $59,025 and $29,201 for Mr. Gillette. The change in value attributable to the tax-qualified plan in 2010 and 2009, respectively, was: $112,541 and $111,555 for Ms. Callahan; $130,336 and $138,935 for Mr. Childress. The change in value attributable to the tax-qualified plan in 2010 for Mr. Attal was $18,760. The balance in each case represents the change in value of the supplemental plan. The company does not maintain a deferred compensation plan for employees. |
| (4) | The amounts reported in this column for 2010 include, for each named executive officer, $312 in premiums paid by us for supplemental life insurance and $8,424 of employer contributions under the TECO Energy Group Retirement Savings Plan. |
| (5) | Mr. Hudson was appointed Executive Chairman of the Board on August 4, 2010. Prior to that he served as Chairman of the Board and Chief Executive Officer. |
| (6) | Includes $35,000 for a housing and travel allowance of $5,000 per month from January to August, in recognition of Mr. Hudson’s retaining his residence in Miami; club membership dues; incremental cost to the company of providing on-site parking; and the items identified in footnote 4, above. |
| (7) | Mr. Ramil was appointed President and Chief Executive Officer on August 4, 2010. Prior to that he served as President and Chief Operating Officer. |
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On May 4, 2011, the Board of Directors of TECO Energy, Inc. approved amendments to Sections 3.3 and 4.4 of the Bylaws, effective immediately. The amendments provide that the Chairman of the Board shall preside at all shareholders’ meetings at which he is present, unless the Board has designated another officer of the Corporation to preside. Prior to the amendment, the Bylaws called for the Chairman of the Board to preside at shareholders’ meetings only if such person was also the Chief Executive Officer.
The foregoing description of the amendments to the bylaws is qualified in its entirety by reference to the complete text of the bylaws, as amended, which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Corporation’s annual meeting of shareholders was held on May 4, 20101, at which shareholders holding 189,278,880, or approximately 88%, of our outstanding shares were present in person or represented by proxy. The following tables detail the voting results:
Election of Directors
| Director |
For | Against | Abstentions | Broker Non-Votes |
||||||||||||
| DuBose Ausley |
116,558,265 | 24,159,362 | 849,159 | 47,712,094 | ||||||||||||
| James L. Ferman, Jr. |
134,045,964 | 6,819,613 | 701,209 | 47,712,094 | ||||||||||||
| Paul L. Whiting |
135,651,629 | 5,122,410 | 792,747 | 47,712,094 | ||||||||||||
Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as Independent Auditors for 2011
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 185,933,998 |
2,645,500 | 699,382 | 0 |
Advisory Vote on Executive Compensation (“Say on Pay”)
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 131,256,103 |
8,436,505 | 1,874,178 | 47,712,094 |
Advisory Vote on the Frequency of Future Say on Pay Votes
| 1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes | ||||
| 123,422,505 |
2,161,411 | 14,351,539 | 1,631,331 | 47,712,094 |
In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, the Corporation has decided to hold future advisory Say on Pay votes annually.
Shareholder Proposal Regarding Amendment of the Corporation’s Equal Employment Opportunity Policy
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 30,947,971 |
89,456,460 | 21,162,355 | 47,712,094 |
Shareholder Proposal Regarding Declassifying the Board of Directors
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 93,315,228 |
46,337,140 | 1,914,418 | 47,712,094 |
Section 9 – Financial Statements and Exhibits
Item 9.01: Financial Statements and Exhibits
| (d) | Exhibits |
| 3.1 | Bylaws of TECO Energy, Inc., as amended effective May 4, 2011 |
SIGNATURES
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.
| Date: May 5, 2011 | TECO ENERGY, INC. | |||
| (Registrant) | ||||
| By: | /s/ Sandra W. Callahan | |||
| Sandra W. Callahan | ||||
| Senior Vice President-Finance and Accounting | ||||
| and Chief Financial Officer (Chief Accounting Officer) | ||||