false0000783325 0000783325 2019-12-20 2019-12-20


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):

December 20, 2019
____________________
Commission
File Number
 
Registrant; State of Incorporation;
Address; and Telephone Number
 
IRS Employer
Identification No.
 
 
 
 
 
001-09057
 
WEC ENERGY GROUP, INC.
 
39-1391525
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
(414) 221-2345


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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.01 Par Value
 
WEC
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


1




ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On December 20, 2019, Gale E. Klappa, Executive Chairman of WEC Energy Group, Inc. (the “Company”), entered into a written agreement with the Company for his 2020 compensation, which was approved by the Compensation Committee of the Board of Directors. Mr. Klappa’s 2020 annual base salary was set at $1,050,000 and his target award under the Company’s short-term performance plan at 105% of base salary. Mr. Klappa will also participate in the long-term incentive plan with a target compensation level of 200% of base salary. Long-term awards will be comprised of 25% performance units, 15% stock options, and 60% restricted stock. Future adjustment of Mr. Klappa’s compensation will be determined in the ordinary course of business by the Compensation Committee.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits
 
 
 
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).

2



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.
 
 
 
 
 
 
 
 
WEC ENERGY GROUP, INC.
 
(Registrant)
 
 
 
/s/ William J. Guc                                      
Date: December 23, 2019
William J. Guc - Vice President and Controller


3
Exhibit 10.1 December 20, 2019 Mr. Gale Klappa [ADDRESS] [ADDRESS] Dear Gale: This letter will confirm compensation and benefits to be provided to you for services as Executive Chair of WEC Energy Group. 2020 Compensation Your annual base salary will be $1,050,000. In addition to your salary, you will be eligible for annual incentive compensation with a target value of 105 percent of base pay. You also will participate in the long-term incentive plan. The award, which will be granted in January, will have a target value of 200 percent of base pay and will be comprised of 25 percent performance units and 15 percent stock options vesting in accordance with the standard terms and conditions. The remaining 60 percent will be in restricted stock vesting one year from the date of grant consistent with the award you received in 2019. Future adjustments will be determined in the ordinary course of business by the Compensation Committee. Additional Benefits You will be eligible to participate in all other benefits available to other senior executives of the company. All benefits described above which are further defined in plan documents are subject to all of the terms in those documents which supersede any other description. Management reserves the right in its discretion to change or terminate all current benefit plans or practices and other policies and procedures. Finally, your employment would be considered at-will. Gale, your proven strategic insights and knowledge of the industry continue to help ensure success for WEC Energy Group. Thank you for your continued support. Sincerely, /s/ Ulice Payne, Jr. Ulice Payne, Jr. Chair, WEC Energy Group Compensation Committee __________________ I have reviewed and accept this offer. Signature: /s/ Gale E. Klappa Date: 12/20/2019