Table of Contents

 
 
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, 2006
         
    Exact Name of Registrant as Specified in its Charter,    
Commission   State of Incorporation, Address of Principal Executive   IRS Employer
File Number   Offices and Telephone Number   Identification No.
         
1-11607   DTE Energy Company   38-3217752
    (a Michigan corporation)    
    2000 2nd Avenue    
    Detroit, Michigan 48226-1279    
    313-235-4000    
     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))
 
 

 


TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Form of Director Restricted Stock Agreement
Press Release dated June 29, 2006


Table of Contents

Item 1.01.   Entry into a Material Definitive Agreement.
At a meeting held on June 29, 2006, the Board of Directors of DTE Energy Company (the “Company”) granted James H. Vandenberghe, a newly elected director, 1000 shares of Restricted Stock, pursuant to the DTE Energy Company 2006 Long-Term Incentive Plan (the “Plan”). The shares vest three years from the effective date of the grant and require no consideration to be paid by the recipient. A form of Restricted Stock Agreement for restricted stock grants awarded to Company directors under the Plan is attached hereto as Exhibit 10.1.
Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
At a meeting held on June 29, 2006, the Board of Directors of the Company elected James H. Vandenberghe, Vice Chairman and Chief Financial Officer of Lear Corporation, to the Board of Directors effective June 29, 2006, for a term that expires at the Company’s 2007 annual meeting of shareholders. Mr. Vandenberghe fills a vacancy created by an increase in the size of the Board of Directors from 12 to 13.
The Board of Directors has determined that Mr. Vandenberghe is an independent director under the News York Stock Exchange listing standards and the Company’s independence guidelines. The Board of Directors has also determined that Mr. Vandenberghe qualifies as an “audit committee financial expert” as that term has been defined by the Securities and Exchange Commission, and has appointed Mr. Vandenberghe to the Audit Committee.
There is no arrangement or understanding between Mr. Vandenberghe and any person pursuant to which he was selected as a Director. Mr. Vandenberghe is not a party to any transaction subject to Section 404(a) of Regulation S-K involving DTE Energy Company or any of its subsidiaries.
A copy of the Company’s press release announcing Mr. Vandenberghe’s election is attached hereto as Exhibit 99.1.
Item 9.01.   Financial Statements and Exhibits
(d)   Exhibits
 
10.1   Form of Director Restricted Stock Agreement pursuant to the DTE Energy Company 2006 Long-Term Incentive Plan
 
99.1   Press Release dated June 29, 2006 issued by DTE Energy Company

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Table of Contents

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: June 29, 2006
       
 
  DTE ENERGY COMPANY    
 
  (Registrant)    
 
       
 
  /s/ Sandra Kay Ennis    
 
       
 
  Sandra Kay Ennis    
 
  Corporate Secretary    

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EXHIBIT INDEX
     
Exhibit    
Number   Description
10.1
  Form of Director Restricted Stock Agreement pursuant to the DTE Energy Company 2006 Long-Term Incentive Plan
 
   
99.1
  Press Release dated June 29, 2006 issued by DTE Energy Company

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EXHIBIT 10.1
(DTE ENERGY LOGO)
This Agreement is made pursuant and subject to the provisions of the DTE Energy Company (“Company”) 2006 Long-Term Incentive Plan (“Plan”). Effective XXXXXXXX the Company hereby grants to XXXXXXXXXX a long-term grant consisting of XXXXX Restricted Shares .
The shares of Restricted Stock shall be original issue shares or shares of Common Stock purchased by the Company in the open market. A certificate registered in your name, and held by the Company or its duly authorized representative, shall represent such shares. The certificate shall be endorsed with an appropriate legend referring to the applicable restrictions. Your right to receive Restricted Stock vests 3 years from the effective date of the grant and the certificates will be issued to you shortly thereafter.
By accepting this grant you consent to any action taken under the Plan by the Company’s Board of Directors and agree to be bound by the terms of this Agreement and the enclosed booklet “ DTE Energy Company Board of Directors Restricted Stock Agreement” which is an integral part of this document. You will be deemed to have accepted this grant unless you notify the Corporate Secretary in writing to the contrary.
Anthony F. Earley, Jr.
Chairman & Chief Executive


 

(DTE ENERGY LOGO)

 


 

(DTE ENERGY LOGO)
DTE Energy Company
Board of Directors
Restricted Stock Agreement
DTE Energy Company
Restricted Stock
As a new member of the DTE Energy Company (the “Company”) Board of Directors, (the “Board”) you have been granted 1,000 shares of Restricted Stock.
The shares of Restricted Stock are shares of DTE Energy common stock that were purchased in the open market or are original issue shares. Such shares are represented by a certificate or certificates registered in your name, that are endorsed with an appropriate legend referring to the restrictions set forth below and held by the Company or its duly authorized representative.
Shareholder Rights
Upon the Grant Date, you have all of the rights of a shareholder with respect to the shares of Restricted Stock covered by your Grant Agreement; including the right to vote the shares of Restricted Stock and receive the amount of any dividends that may be paid thereon. Such shares may not be transferred prior to vesting. Any additional shares of Common Stock or other securities that you may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization, or any other change in the capital structure of the Company shall be subject to the same vesting and transferability restrictions as the shares of Restricted Stock covered by your Grant Agreement.
Grant Term and Vesting
Your right to receive Restricted Stock will vest 3 years from the Grant Date. If your service as a Board member ends before your Restricted Stock vest, generally, your rights to any Restricted Stock will be forfeited. However, in the case of death or disability, you or your designated beneficiary will retain the rights to a prorated number of shares of Restricted Stock based on the number of months served as a Board member divided by the total number of months in the vesting period. Restrictions are lifted and Restricted Stock distributed after death or disability.
Other Information
Beneficiary Designation
You may name any beneficiary to inherit the right to these grants according to the applicable terms. Each designation will revoke all prior designations and will be effective only when filed with the Corporate Secretary.
Transferability
Except as provided for separately, these grants are nontransferable and are subject to risk of forfeiture. You may not sell, transfer, pledge, exchange, or otherwise dispose of these grants or the right to receive cash or Common Stock thereunder except in the event of your death or disability. If you have a valid beneficiary designation on file with the Corporate Secretary, your rights under these grants will pass to your designated beneficiary. Otherwise, your rights under these grants will pass to your estate or beneficiary in accordance with your will or, if you do not have a will, your rights under these grants will pass in accordance with the laws of descent and distribution. The Board, in its sole discretion, may waive the restrictions on transferability with respect to all or a portion of the shares subject to these grants.
Participant Bound by Plan
You acknowledge that a copy of the DTE Energy Company 2006 Long-Term Incentive Plan (the “Plan”) has been made available to you and you agree to be bound by all the terms and provisions thereof. All references herein to the Plan shall mean the Plan as in effect on the Grant Date.
Taxes
You are responsible for paying any applicable federal, state, local or foreign tax in connection with dividends received from the Restricted Stock or the value of Restricted Stock on the vesting date. Under the current tax laws, this compensation considered ordinary income.
(PICTURE)

 


 

This booklet provides an overview of DTE Energy’s Restricted Share Agreement. It does not contain all of the rules and governing terms included in the Plan. If there are any differences between the information in this booklet and the Plan documents, the Plan documents will govern. You are entitled to a copy of the Plan document that governs this grant and may require a copy by contacting the Corporate Secretary.
This document constitutes part of a prospectus covering shares that have been registered under the Securities Act of 1933.
(DTE ENERGY LOGO)

 

 

EXHIBIT 99.1
June 29, 2006
James H. Vandenberghe elected to
DTE Energy Board of Directors
     DETROIT – James H. Vandenberghe, vice chairman and chief financial officer of Lear Corporation, today was elected to the DTE Energy Board of Directors. He will serve on the Audit Committee.
     A native of Grosse Pointe, Mich., Vandenberghe has been affiliated with Lear and its predecessor companies for 33 years and was named vice chairman in November 1988. He joined Lear Siegler Inc. in 1973 as a financial analyst and advanced to higher-level positions in financial and general management capacities. In 1988, he became senior vice president – Finance, chief financial officer and secretary of the company. He was named executive vice president – Finance in 1993, and in 1997 was promoted to president and chief operating officer – North American Operations.
     “Jim’s distinguished business career and extensive financial background make him an ideal candidate for our board,” said Anthony F. Earley Jr., DTE Energy chairman and CEO. “We look forward to working with him and expect that his expertise will be invaluable to DTE Energy’s future success.”
     Vandenberghe earned a bachelor’s degree in business administration from Western Michigan University and a master’s degree in business administration from Wayne State University.
     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 Detroit Edison, an electric utility serving 2.2 million customers in Southeastern Michigan, MichCon, a natural gas utility serving 1.3 million customers in Michigan and other non-utility, energy businesses focused on power and industrial projects, fuel transportation and marketing, and unconventional gas production. Information about DTE Energy is available at www.dteenergy.com.
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Eileen Dixon
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(313) 235-9154
  (313) 235-8807