UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 20, 2019

 

ITC HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Commission File Number: 001-32576

 

Michigan
(State of Incorporation)

 

32-0058047
(IRS Employer Identification No.)

 

27175 Energy Way, Novi, Michigan 48377
(Address of principal executive offices) (zip code)

 

(248) 946-3000

(Registrant’s telephone number, including area code)

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (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 February 20, 2019, ITC Holdings Corp. (the “Company”) and Jon E. Jipping, Executive Vice President and Chief Operating Officer, entered in to a letter agreement effective as of February 18, 2019 (the “Letter Agreement”) amending Mr. Jipping’s December 21, 2012 Employment Agreement (the “Employment Agreement”) and equity compensation awards. Pursuant to the Letter Agreement, upon Mr. Jipping’s voluntary termination of employment his equity compensation awards, which would otherwise be forfeited, will continue to vest on their normal schedule even if Mr. Jipping does not meet the retirement age, as defined in the Company’s 2017 Omnibus Plan, for continued vesting (i.e. age 65) at the time of his separation.  The Company and Mr. Jipping also agreed to delete Section 7.c(ii)(B) of Mr. Jipping’s Employment Agreement which defined Mr. Jipping’s rights to terminate the Employment Agreement if his job responsibilities and authority were substantially diminished.

 

A copy of the Letter Agreement is attached to this Current Report as Exhibit 10.192 and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibit

 

10.192

 

Letter Agreement, effective as of February 18, 2019, between ITC Holdings Corp. and Jon E. Jipping

 

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.

 

February 22, 2019

 

 

ITC HOLDINGS CORP.

 

 

 

By:

/s/ Christine Mason Soneral

 

 

Christine Mason Soneral

 

Its:

Senior Vice President and General Counsel

 

3

Exhibit 10.192

 

 

February 18, 2019

 

By Mail

 

Jon E. Jipping

 

Re:  Amendment to Employment and Equity Agreements

 

Dear Jon:

 

As we discussed, in exchange for (1) your willingness to support and facilitate succession planning by agreeing to relinquish your role as Chief Business Unit Officer effective February 18, 2019, (2) your willingness to assume a leadership role in another important project or initiative in the future, and (3) your agreement to amend your December 21, 2012 Employment Agreement (the “ Employment Agreement ”) by striking Section 7.c(ii)(B), ITC Holdings Corp. (the “ Company ”) agrees that upon your voluntary termination of employment, your equity compensation awards, which would otherwise be forfeited, will continue to vest on their normal schedule if you do not meet the “retirement age” for continued vesting (i.e., age 65) at the time of your separation, provided , however , that you continue to perform in a satisfactory manner in your current position and any future position(s), and at the time of your separation you are not under investigation by the Company for conduct that would amount to Cause under Section 7.a.(ii)(A)—(E) of the Employment Agreement.  In this regard, effective as of the date you sign this letter, as set forth above, this letter hereby amends and modifies the Employment Agreement and any equity compensation award agreements, to which you are a party.  The terms of this letter shall also apply to any future equity compensation award agreements.

 

With the exception of the amendments set forth above, all terms and provisions of the Employment Agreement and equity compensation award agreements shall continue unchanged and in full force and effect.  You acknowledge that no promises or representations, oral or written, have been made regarding your employment other than those expressly stated herein, and that you have not relied on any other promises or representations relating to your employment in signing this letter.

 

This letter may be executed in counterparts, each of which will be deemed an original, but all of which will be deemed one and the same instrument.

 

 

 

Please sign and date this letter below and return the signed and dated letter to me on or before February 22, 2019 to acknowledge the change in the terms and conditions of the agreements referenced above.

 

We thank you for and look forward to your continued service with the Company.

 

 

Sincerely,

 

 

 

 

 

ITC Holdings Corp.

 

 

 

 

 

/s/ Linda H. Apsey

 

 

 

By: Linda H. Apsey

 

Title: President and Chief Executive Officer

 

 

ACKNOWLEDGED & AGREED:

 

 

 

 

 

/s/ Jon E. Jipping

 

 

 

Jon E. Jipping

 

 

 

Date:

2/18/2019