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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):

June 29, 2020
____________________
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.


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

As previously disclosed, Frederick D. Kuester, Senior Executive Vice President of WEC Energy Group, Inc. (the “Company”), retired from the Company effective July 1, 2020.

In light of Mr. Kuester’s significant contributions to the success of the Company since his return to service, on June 29, 2020, the Compensation Committee of the Company’s Board of Directors accelerated the vesting of all unvested shares of restricted stock awarded to Mr. Kuester, consisting of approximately 20,931 shares, effective July 1, 2020.

At the same time, effective July 1, 2020, the Compensation Committee approved additional long-term incentive awards for Scott J. Lauber, Senior Executive Vice President and Chief Operating Officer of the Company, in connection with his June 1, 2020 appointment as Chief Operating Officer. The long-term awards consist of 406 shares of restricted stock, 1,760 performance units and 5,750 stock options, and all have the same respective terms and conditions as previous long-term awards to Mr. Lauber.

In addition, on June 29, 2020, the Company entered into a Consulting Agreement with Mr. Kuester, which is effective July 2, 2020 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Kuester will consult for the Company on capital project planning and execution and enterprise risk management matters (the “Services”) for an initial term of 12 months (the “Initial Term”), unless earlier terminated by either party. After the Initial Term, the Consulting Agreement will renew on a month to month basis until terminated by either party. The Company will pay Mr. Kuester a monthly fee of $15,000 for the Services, plus reasonable travel expenses. A copy of the Consulting Agreement is attached hereto as Exhibit 10.1.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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



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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: July 2, 2020
William J. Guc, Vice President and Controller


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Exhibit 10.1

CONSULTING AGREEMENT


THIS AGREEMENT is effective on the 2nd day July, 2020, between WEC ENERGY GROUP, on behalf of itself and its subsidiaries (collectively, the "Company"), and FREDERICK D. KUESTER (the "Consultant").

The Consultant is voluntarily retiring from the employment of the Company as of the close of business on July 1, 2020 (the "Final Retirement Date"). The Consultant has significant experience in the utility industry and considerable knowledge of various aspects of the Company's business, including, among others, the Company’s generating and distributions systems, execution of major capital projects, and enterprise risk management. As a result, the Company wishes to obtain the benefits of a consulting agreement ("Agreement") with the Consultant and the Consultant is willing to enter into this Agreement and provide consulting services in accordance with the terms below:

NOW, THEREFORE, in consideration of the terms set forth below, the parties agree as follows:

1.
Consulting Services. After the Final Retirement Date, the Consultant agrees to consult with the Company on capital project planning and execution, and enterprise risk management matters ("Services"). With respect to such Services, the parties agree as follows:

a)
The initial term of this Agreement shall commence on July 2, 2020, and shall remain in effect for twelve (12) months thereafter, unless terminated by either party pursuant to Paragraph 1(i), below. After the twelve month initial term, this Agreement shall automatically renew on a month to month basis until it is terminated by either party pursuant to Paragraph 1(i), below.

b)
The Consultant will be solely responsible for determining the means, manner and method by which he will perform the Services, the times at which those Services will be performed and the sequence of performance of such Services.

c)
The Company will pay the Consultant for the consulting services a monthly fee of $15,000.00 dollars for the Services ("Consulting Fee"). The fees specified in this Paragraph 1(c) shall be the sole remuneration paid by the Company to Consultant in exchange for the Services provided by Consultant under this Agreement. Consultant will maintain records for all time spent on the Services. Payment for the Services will be due at the end of each month, upon the Consultant's production of an invoice for the Services. All invoices are to be directed to the Company, to the attention of the Executive Chairman, as follows: Mr. Gale E. Klappa, Executive Chairman, WEC Energy Group, 231 West Michigan, Milwaukee, WI 53203.

d)
The Consultant will present periodic oral progress reports to the Company on request.

e)
The Company will reimburse the Consultant reasonable travel expenses. Unless the Company agrees otherwise, Consultant shall provide such equipment as shall be necessary to provide the Services, at Consultant’s expense.





f)
The Consultant is free to perform services for any other person or business during the term of this Agreement, provided Consultant does not render services without the prior written approval of the Executive Chairman of the Company, to any other utility, and further provided that such other services do not preclude or conflict with his performance of the Services.

g)
The Consultant acknowledges that he will not be an employee of the Company or any of its affiliates during the term of this Agreement and that he will not be treated as an employee for federal or state tax purposes, but as an independent contractor. In acknowledging that Consultant is an independent contractor, Consultant agrees that Consultant shall not be entitled to participate in any insurance or other fringe benefits provided by the Company to its active employees and that the Company shall not be required hereunder to withhold nor shall the Company withhold any income, social security, unemployment or other tax or similar payments from the amounts payable to Consultant under this Agreement, it being agreed by Consultant that Consultant shall file all necessary tax returns and pay all necessary taxes consistent with Consultant's status as an independent contractor, and Consultant is liable for any applicable taxes on the amounts earned by Consultant under this Agreement.

h)
Services performed under this Agreement will be at the direction of Gale E. Klappa, Executive Chairman of the Company. The parties agree that Gale E. Klappa has the sole and absolute discretion to determine the scope of the Services. Consultant will not be subject to the direct supervision of the Company. Consultant shall perform all duties that may be required of and from him pursuant to the terms of this Agreement to the reasonable satisfaction of the Company.

i)
Either the Company or the Consultant shall have the right at any time and for any reason whatsoever, upon thirty (30) days written notice to the other, to terminate the Agreement. In the event of termination of the Agreement, the Consultant shall be paid for any outstanding Services performed and reasonable travel expenses actually incurred prior to and including the date of termination.

2.
Ownership of Documents. All plans, designs, drawings, specifications, calculations, data, information and reports prepared, obtained, developed or furnished to or for the Company in the performance of the Services shall be and become the sole property of the Company and may not be released, disclosed or published in whole or in part to others without the written permission of the Company.

3.
Confidentiality. In order that the Consultant may effectively provide fulfillment of this Agreement to the Company, it may be necessary or desirable for the Company to disclose confidential and proprietary information pertaining to the Company's past, present and future activities. Consultant shall not disclose Confidential Information of the Company to any third party. The foregoing obligation shall not apply to any information that (i) is at the time of disclosure, or thereafter becomes, part of the public domain through no wrongful act or omission of the Consultant, (ii) is subsequently received from a third party having no obligation of




confidentiality to the Company, or (iii) is required to be disclosed by lawful order of a court or regulatory body having jurisdiction. For purposes of this Agreement, "Confidential Information" shall mean any confidential or proprietary information of the Company. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

4.
Limited Liability. Consultant will not be liable to the Company for any acts or omissions in the performance of the Services unless such acts or omissions constitute or result from gross negligence or willful misconduct by the Consultant. The Company will indemnify and hold Consultant harmless from any obligations, losses, costs, claims, judgments, damages, and expenses (including reasonable attorneys' fees) arising out of, resulting from, or in any way connected with the Services, unless Consultant is found by a court of competent jurisdiction to have been grossly negligent or to have engaged in willful misconduct. The Company may, at its option and at its own expense, assume the defense as to any such claim.

5.
Entire Agreement, Amendments. This Agreement contains the entire understanding and agreement between the parties with respect to the matters covered and supersedes all other prior agreements and understandings, written or oral, between the parties with respect thereto. This Agreement may not be amended except by a written instrument signed by the parties.

6.
Notices. Except as otherwise provided above, each Party shall deliver all communications concerning this Agreement by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid), to the addresses stated immediately below or to such other address as any party may have furnished to the other in writing in accordance herewith. Except as otherwise provided in this Agreement, a formal notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this section.

To the Company:

Margaret C. Kelsey
Executive Vice President, General Counsel and Corporate Secretary
WEC Energy Group
231 West Michigan Street, Suite P444
Milwaukee, Wisconsin 53203
Fax: 414-221-2185
Email: peggy.kelsey@wecenergygroup.com

To Consultant:
Frederick D. Kuester,
[ADDRESS]
[ADDRESS]





7.
Waiver. A waiver by the Company of the breach of any of the provisions of this Agreement shall not be deemed to be a waiver by the Company of any subsequent breach. No provision of this Agreement may be waived other than in writing signed by both parties.

8.
Invalidity. The obligations imposed by this Agreement are severable and should be construed independently of each other. The invalidity of one provision shall not affect the validity of any other provision. The parties agree that, should any portion of this Agreement be deemed unreasonable and/or unenforceable, the Agreement shall be construed, and may be modified, to make its terms reasonable, enforceable and applicable to the fullest extent possible consistent with the law.

9.
Severability. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement should be prohibited or invalid, in whole or in part, under applicable law, such provisions shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement.


Signed this 29th day of June, 2020


CONSULTANT


/s/ Frederick D. Kuester            
Frederick D. Kuester


WEC ENERGY GROUP



/s/ Gale E. Klappa                
Gale E. Klappa
Executive Chairman