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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):
October 21, 2020
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Commission
File Number
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Registrant; State of Incorporation;
Address; and Telephone Number
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IRS Employer
Identification No.
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001-09057
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WEC ENERGY GROUP, INC.
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39-1391525
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 Par Value
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WEC
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New York Stock Exchange
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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).
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Emerging growth company
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☐
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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. ☐
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
In recognition of his strong, continued leadership and to ensure the ongoing mentoring of the next generation of leadership of WEC Energy Group, Inc. (the “Company”), the Company’s Board of Directors has determined that Gale E. Klappa, Executive Chairman of the Company, should continue to serve as Executive Chairman until May 2024. On October 21, 2020, Mr. Klappa entered into a written agreement with the Company highlighting, among other things, that his compensation will be determined in the same manner and subject to the same timing as the Board’s Compensation Committee utilizes for all other named executive officers of the Company. The agreement, which was approved by the Compensation Committee, also provides that Mr. Klappa’s employment is at-will.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
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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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WEC ENERGY GROUP, INC.
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(Registrant)
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/s/ William J. Guc
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Date: October 22, 2020
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William J. Guc, Vice President and Controller
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[WEC Energy Group Letterhead]
October 21, 2020
Mr. Gale Klappa
[ADDRESS]
[ADDRESS]
Dear Gale:
This letter confirms that you and the Board have agreed that you will continue to serve as Executive Chairman of WEC Energy Group until May 2024. Your compensation for this role will be determined in the same manner and subject to the same timing as the Compensation Committee utilizes for all other Named Executive Officers of the Company.
You will be eligible to participate in all other benefits available to other senior executives of the company. All benefits that are defined in plan documents are subject to all of the terms in those documents, which supersede any other description(s). Management reserves the right in its discretion to change or terminate all current benefit plans or practices and other policies and procedures, and your employment would be considered at-will.
Lastly, I would be remiss not to mention that your continuing service as a member of the Board will, of course, remain subject to annual Board nomination and shareholder approval.
Gale, your significant industry knowledge and long history in senior strategic roles with WEC will help ensure the Company’s future success. We look forward to your continued leadership.
Sincerely,
/s/ Ulice Payne, Jr.
Ulice Payne, Jr.
Chair, WEC Energy Group Compensation Committee
Acknowledged and Accepted:
/s/ Gale E. Klappa 10/21/20
Gale E. Klappa Date