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 23, 2019


Commission
File Number
Exact Name of Registrant as Specified in its Charter, State of Incorporation, Address of Principal Executive Offices and Telephone Number

IRS Employer
Identification No.
1-11607
DTE Energy Company
(a Michigan corporation)
One Energy Plaza
Detroit, Michigan 48226-1279
313-235-4000
38-3217752

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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 Exchange on which Registered
Common stock, without par value
 
DTE
 
New York Stock Exchange
 
 
 
 
 
2012 Series C 5.25% Junior Subordinated Debentures due 2062
 
DTQ
 
New York Stock Exchange
 
 
 
 
 
2016 Series B 5.375% Junior Subordinated Debentures due 2076
 
DTJ
 
New York Stock Exchange
 
 
 
 
 
2016 Series F 6.00% Junior Subordinated Debentures due 2076
 
DTY
 
New York Stock Exchange
 
 
 
 
 
2017 Series E 5.25% Junior Subordinated Debentures due 2077
 
DTW
 
New York Stock Exchange
 
 
 
 
 
6.50% Corporate Units
 
DTV
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
Emerging growth company o
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. o





Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2019, the Board of Directors of DTE Energy Company (the “Company” or “DTE Energy”) elected Gerardo Norcia, DTE Energy’s President and Chief Operating Officer, as President and Chief Executive Officer, effective July 1, 2019. Mr. Norcia was also elected to the Company’s Board of Directors effective June 23, 2019. Gerard M. Anderson, DTE Energy Chairman and Chief Executive Officer was named DTE Energy Executive Chairman and will remain a full-time employee and director of the Company. Mr. Norcia, 56, has served as President and Chief Operating Officer of DTE Energy since 2016. Mr. Norcia has also served in various positions at the Company since 2002, including service as President and Chief Operating Officer of DTE Electric, President and Chief Operating Officer of DTE Gas and President and Chief Operating Officer of Gas Storage and Pipelines.
Effective July 1, 2019, Mr. Norcia will receive a $292,500 increase in base salary. In addition, his Annual Incentive Plan target percentage will increase from 100% to 120% and his Long-Term Incentive Plan target percentage will increase from 350% to 450%. Mr. Norcia will also receive a combination of performance shares (70%) and restricted shares (30%) with a grant date fair value of $1,500,000 which are subject to cliff vesting in 3 years. More information about the Annual Incentive and Long-Term Incentive Plans may be found in the Company’s 2019 Proxy Statement.
Effective July 1, 2019, Mr. Anderson will receive a $601,500 decrease in base salary. In addition, his Annual Incentive Plan target percentage will decrease from 125% to 100% and his Long-Term Incentive Plan target percentage will decrease from 500% to 250%.
A copy of the Company's press release announcing the changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits.
(d)    Exhibits
     99.1 Press Release of DTE Energy Company dated June 24, 2019.









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


     Date: June 24, 2019
 
 
 
 
DTE ENERGY COMPANY
(Registrant)
 
 
 
/s/ Lisa A. Muschong
Lisa A. Muschong
Vice President Corporate Secretary and Chief of Staff
 
 
 
 
 
 
 
 



EXHIBIT991PRESSRELEAS_IMAGE1.JPG Exhibit

99.1
    


DTE Energy board of directors elects Jerry Norcia as CEO;
Gerry Anderson elected executive board chairman
Longtime working relationship ensures a seamless, successful transition

DETROIT, June 24, 2019 — DTE Energy President and Chief Operating Officer Jerry Norcia will become president and chief executive officer beginning July 1. Norcia succeeds Gerry Anderson, who will serve as executive chairman of the board and continue as a full-time employee of the company.

The DTE Energy board of directors elected Norcia to the post June 23.

“Jerry Norcia and I have worked closely together for more than 15 years. He is a great business leader with a big heart for our people and our communities. One of the most important responsibilities of a CEO is to, at some point, hand off the job to a great successor at the right time. I’m confident I’m doing that,” said Anderson.

Norcia has served as DTE Energy president and chief operating officer since 2016, responsible for strategic oversight and operations of the electric and gas utilities, and the two large non-utility businesses.

He joined the company in 2002 as president of the Gas Storage and Pipelines business. He has also held the positions of president of DTE Gas and DTE Electric prior to his current role. As president and COO, Norcia assumed increasing responsibility for key business functions over the last few years. [Read Jerry Norcia’s full bio here.]

“I’m grateful for the confidence that Gerry and the Board have in me to lead this company through such an exciting and transformative time in the energy industry,” said Norcia. “DTE’s top priorities remain the same: to be a great energy company, to continue to foster a world-class employee engagement culture, to drive customer service excellence, to be a force for good in our communities and to deliver distinctive shareholder returns.

“I also want to thank Gerry for his mentorship and support since joining DTE Energy. In his decade leading DTE, Gerry transformed our culture, drove a highly-successful growth agenda, and put us on a path to reduce carbon emissions more than 80 percent in a way that also supports customer reliability and affordability. He readied DTE for long-term success, and I look forward to building on the strong foundation he’s set,” Norcia added.

Anderson joined DTE in 1993 and held various senior executive leadership roles throughout the enterprise until being named president in 2004, CEO in 2010 and chairman in 2011. [Read Gerry Anderson’s full bio here.]


As executive chairman, Anderson will serve as an advisor to Norcia on business issues and will focus on DTE’s community, political and broader industry roles. He will continue his leadership in the Detroit Regional CEO Group, the recently created Detroit Regional Partnership, the Detroit Economic Club, Business Leaders for Michigan (BLM) and the Edison Electric Institute. Anderson also chairs several non-profit organizations.

“This change is part of a multiyear succession plan and we are unanimously confident in Jerry Norcia’s leadership and vision,” said Ruth Shaw, lead independent director of the board. “On behalf of the board, I thank Gerry for leading us through such a transformative decade and congratulate Jerry on his new role.”

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About DTE Energy
DTE Energy (NYSE: DTE) is a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide. Its operating units include an electric company serving 2.2 million customers in Southeastern Michigan and a natural gas company serving 1.3 million customers in Michigan. The DTE portfolio includes energy businesses focused on power and industrial projects, renewable natural gas, natural gas pipelines, gathering and storage, and energy marketing and trading. As an environmental leader, DTE will reduce carbon dioxide and methane emissions by more than 80 percent by 2040 to produce cleaner energy while keeping it safe, reliable and affordable. DTE is committed to bei ng a force for good in the communities where it serves through volunteerism, education and employment initiatives, philanthropy and economic progress . Information about DTE is available at dteenergy.com , empoweringmichigan.com , twitter.com /dte_energy and facebook.com .


For further information, members of the media may contact:
Paula Silver, DTE Energy, 313.235.5555



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