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Share Name | Share Symbol | Market | Type |
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Evergy Inc | NYSE:EVRG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 63.48 | 0 | 01:00:00 |
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Exact name of registrant as specified in its charter,
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Commission
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state of incorporation, address of principal
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I.R.S. Employer
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File Number
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executive offices and telephone number
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Identification Number
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001-32206
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GREAT PLAINS ENERGY INCORPORATED
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43-1916803
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(A Missouri Corporation)
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1200 Main Street
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Kansas City, Missouri 64105
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(816) 556-2200
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TABLE OF CONTENTS
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Page
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EXPLANATORY NOTE
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TABLE OF CONTENTS
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PART III
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Directors
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ITEM 11. EXECUTIVE COMPENSATION
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Director Compensation
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Compensation Committee Interlocks and Insider Participation
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND OFFICERS
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Related Party Transactions
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Director Independence
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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PART IV
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES EXHIBIT INDEX
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Signature
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Terry Bassham
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Director since 2011
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Mr. Bassham, 57, is Chairman of the Board (since May 2013), President (since May 2011) and Chief Executive Officer (“CEO”) (since June 2012) of Great Plains Energy, KCP&L and KCP&L Greater Missouri Operations Company (“GMO”). He served as Chief Operating Officer of Great Plains Energy, KCP&L and GMO (2011-2012). He served as Executive Vice President-Utility Operations of KCP&L and GMO (2010-2011) and Executive Vice President-Finance and Strategic Development and Chief Financial Officer of Great Plains Energy (2005-2010) and of KCP&L and GMO (2009-2010). Mr. Bassham also currently serves on the board of Commerce Bancshares, Inc. (since 2013).
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Mr. Bassham holds a Bachelor of Business Administration degree in accounting from the University of Texas-Arlington and a Juris Doctor degree from St. Mary’s University Law School in San Antonio, Texas. Mr. Bassham has extensive regulated public utility experience with over 25 years in the industry. As President and CEO of the Company and the former Chief Operating Officer, he also brings to the Board deep insight and knowledge about the operations and capabilities of the Company.
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David L. Bodde
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Director since 1994
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Dr. Bodde, 75, is a Professor Emeritus effective 2017 at Clemson University (since 2004). He previously held the Charles N. Kimball Chair in Technology and Innovation (1996-2004) at the University of Missouri-Kansas City. He is a trustee of The Commerce Funds (since 1994). Prior to academic service, he was Vice President of the Midwest Research Institute and President of its subsidiary, MRI Ventures, Inc. Dr. Bodde serves as a member of the Company’s Audit and Governance Committees. Dr. Bodde is also a director of KCP&L (since 1994) and GMO (since 2008).
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Dr. Bodde holds a Bachelor of Science from West Point, Master of Science degrees in nuclear engineering and management from the Massachusetts Institute of Technology, and a Doctor of Business Administration degree from Harvard University. He has extensive experience in research, teaching, writing and consulting on energy policy, electric utility strategy, enterprise risk management, and technology assessment. His current work focuses on managing the risks of emerging energy technologies, especially related to electric utilities. His latest book,
Chance and Intent
, concerns managing the risks of innovation and entrepreneurship. His experience as a director provides valuable perspective and institutional knowledge to the Board’s discussions and actions.
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Randall C. Ferguson, Jr.
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Director since 2002
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Mr. Ferguson, 66, was the Senior Partner for Business Development for Tshibanda & Associates, LLC (2005-2007), a consulting and project management services firm committed to assisting clients to improve operations and achieve long-lasting, measurable results. He previously served as Senior Vice President Business Growth & Member Connections with the Greater Kansas City Chamber of Commerce (2003-2005). Mr. Ferguson serves as a member of the Company’s Compensation and Development and Governance Committees. Mr. Ferguson is also a director of KCP&L (since 2002) and GMO (since 2008).
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Mr. Ferguson has extensive and varied senior management leadership experience and accomplishments gained through his 30-year career at IBM and at Tshibanda & Associates. He has broad strategic experience and insight into economic growth and policy through his prior leadership position at the Greater Kansas City Chamber of Commerce. Mr. Ferguson also brings a strong focus on the Company’s community service and diversity activities. He has been recognized for his leadership and community service on numerous occasions, including recognition by
The Kansas City Globe
as one of Kansas City’s most influential African Americans.
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Gary D. Forsee
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Director since 2008
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Mr. Forsee, 68, was President of the four-campus University of Missouri System (2008-2011). He previously served as Chairman of the Board (2006-2007) and CEO (2005-2007) of Sprint Nextel Corporation, and Chairman of the Board and CEO (2003-2005) of Sprint Corporation. He serves on the boards of Ingersoll-Rand Public Limited Company (since 2007) and DST Systems, Inc. (since 2015). Mr. Forsee serves as the Lead Director of the Board and as a member of the Company’s Audit, Compensation and Development, and Governance Committees. Mr. Forsee is also a director of KCP&L and GMO (since 2008).
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Mr. Forsee has extensive and varied senior management leadership experience and accomplishments gained as President of the University of Missouri System and through his more than 35-year telecommunications career at Sprint Nextel, BellSouth Corporation, Global One, AT&T and Southwestern Bell. Mr. Forsee’s experience and insight acquired through managing large technologically complex and rapidly changing companies in dynamic regulatory environments is of particular value to the Company, which is facing similar challenges.
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Scott D. Grimes
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Director since 2014
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Mr. Grimes, 55, is Chief Executive Officer and Founder of Cardlytics, Inc. (since 2008), an international technology company that has pioneered card-linked marketing. Mr. Grimes previously served as Senior Vice President and General Manager, Payments (2005-2008) and as Vice President, Strategy (2003-2005) of Capital One Financial Corporation and Principal (2001-2003) at Canaan Partners. Mr. Grimes serves as a member of the Company’s Audit and Compensation and Development Committees. Mr. Grimes is also a director of KCP&L and GMO (since 2014).
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Mr. Grimes has extensive and varied senior management leadership experience and accomplishments gained as the Chief Executive Officer at Cardlytics, Inc. and a former executive at Capital One. As an entrepreneur and strategist, Mr. Grimes brings deep insight and entrepreneurial focus to the Company’s strategic planning.
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Thomas D. Hyde
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Director since 2011
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Mr. Hyde, 69, served as Executive Vice President, Legal, Compliance, Ethics and Corporate Secretary of Wal-Mart Stores, Inc. (“Wal-Mart”), an international retail store operator (2005-2010). Mr. Hyde previously served as Executive Vice President, Legal and Corporate Affairs and Corporate Secretary of Wal-Mart (2003-2005), and as Executive Vice President, Senior General Counsel of Wal-Mart (2001-2003). Mr. Hyde served on the board of Vail Resorts, Inc. (2006-2012). He serves as a Trustee of the University of Missouri-Kansas City (since 2010). Mr. Hyde serves as a member of the Company’s Audit and Governance Committees. Mr. Hyde is also a director of KCP&L and GMO (since 2011).
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Mr. Hyde has extensive and varied senior management leadership experience and accomplishments gained through his career at Wal-Mart, and through such experience, he provides deep insight and understanding on corporate governance matters. Mr. Hyde graduated from the University of Kansas in 1970 with a degree in English. He received his Juris Doctor degree from the University of Missouri-Kansas City in 1975, and a Master of Business Administration degree in Finance from the University of Kansas in 1981.
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Ann D. Murtlow
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Director since 2013
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Ms. Murtlow, 57, is President and Chief Executive Officer of the United Way of Central Indiana (since 2013). Previously, she served as Principal of AM Consulting LLC (2011-2013). She served as Vice President and Group Manager of AES Corporation (1999-2011) and President, Chief Executive Officer and Director of Indianapolis Power & Light Company (“IPL”) and IPALCO Enterprises (2002-2011), which are wholly-owned subsidiaries of AES Corporation. Ms. Murtlow currently serves on the boards of First Internet Bancorp and its subsidiary, First Internet Bank (since 2013), and Wabash National Corporation (since 2013). She previously served on the boards of the Federal Reserve Bank of Chicago (2007-2012), Herff Jones (2009-2015) and AEGIS Insurance Services, Inc. (2009-2011). Ms. Murtlow serves as a member of the Company’s Audit and Governance Committees. Ms. Murtlow is also a director of KCP&L and GMO (since 2013).
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Ms. Murtlow has extensive and varied senior management leadership experience and accomplishments gained through her career at AES Corporation and Bechtel Corporation. Her expertise acquired at IPL and IPALCO brings deep insight and knowledge about the operations and challenges of a vertically integrated, regulated electric utility. Ms. Murtlow has been named a Board Leadership Fellow by the National Association of Corporate Directors.
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Sandra J. Price
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Director since 2016
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Ms. Price, 59, is the former Senior Vice President, Human Resources of Sprint Corporation (2006 - 2016). Previously, she led the Human Resources, Communications and Brand Management functions of the Sprint Local Telephone Division and a variety of other human resources roles (1993-2006). Prior to Sprint, she was a principal in the Blue Valley School District, Overland Park, Kansas, and in the Jenks Public School District, Tulsa, Oklahoma. She currently serves as co-chair for KC Rising, a regional economic development initiative. Ms. Price serves as a member of the Company’s Compensation and Development and Governance Committees. Ms. Price is also a director of KCP&L and GMO (since 2016).
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Ms. Price has extensive and varied senior management leadership experience and accomplishments gained through her career. Her expertise acquired by leading all aspects of the Sprint human resources function and developing creative initiatives brings valuable depth to the Company’s human capital perspective. Ms. Price was named to the Kansas City Business Journal’s “Women Who Mean Business” list and to the Profiles in Diversity Journal’s “Women Worth Watching.”
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John J. Sherman
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Director since 2009
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Mr. Sherman, 63, is the vice chairman of the Cleveland Indians Baseball Club and a director of Crestwood Equity GP LLC (formerly known as Inergy GP, LLC). He was a director of Crestwood Midstream GP LLC (formerly known as NRGM GP, LLC) prior to its merger with Crestwood Equity GP, LLC. He formerly served as the Chief Executive Officer, President and Director of NRGM GP, LLC, general partner of Inergy Midstream, L.P. (2011-2013). He also served as Founder, Chief Executive Officer and Director of Inergy GP, LLC (the general partner of Inergy, L.P.) (2001-2013) and served as President, Chief Executive Officer and a director of Inergy Holdings GP, LLC (2005-2010). Mr. Sherman serves as a member of the Company’s Audit and Compensation and Development Committees. Mr. Sherman is also a director of KCP&L and GMO (since 2009).
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Mr. Sherman has extensive and varied senior management leadership experience, accomplishments and energy policy expertise gained through his career in the propane industry with Inergy, Dynegy, LPG Services Group (which he co-founded) and Ferrellgas. In addition to this expertise, Mr. Sherman brings a strong entrepreneurial focus to the Company’s strategic planning.
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Terry Bassham, Chairman of the Board, President and Chief Executive Officer of Great Plains Energy, KCP&L and GMO;
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Kevin E. Bryant, Senior Vice President-Finance and Strategy and Chief Financial Officer of Great Plains Energy, KCP&L and GMO;
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Heather A. Humphrey, Senior Vice President-Corporate Services and General Counsel of Great Plains Energy, KCP&L and GMO;
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Lori A. Wright, Vice President-Corporate Planning, Investor Relations and Treasurer of Great Plains Energy, KCP&L and GMO;
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Charles A. Caisley, Vice President-Marketing and Public Affairs of Great Plains Energy, KCP&L and GMO; and
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Scott H. Heidtbrink, former Executive Vice President and Chief Operating Officer of KCP&L and GMO.
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Executing strategy through proposed merger with Westar Energy, Inc. (“Westar”)
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Investing to continue to meet the needs of our region in an environmentally conscientious manner
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Continuing with our outstanding record of reliability
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Balanced Mix of Compensation Elements.
As in prior years, the Committee established, and the independent members of the Board approved, a mix of short-term and long-term compensation elements that reflected financial and operational goals and encouraged overall balanced performance to support sustainable shareholder value. The following chart shows the target pay mix of the 2017 direct compensation elements (base salary, annual incentive awards and long-term equity compensation awards) set out in the Summary Compensation Table on page 26 for each of our NEOs, except Mr. Heidtbrink, who retired from the Company effective May 1, 2017.
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Annual and Long-Term Performance Awards Tied to Achievement of Critical Objectives.
To align compensation with shareholder and customer interests, a significant portion of each NEO’s compensation is tied to our short-term and long-term financial and operational performance.
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2017 Annual Incentive Objectives
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Weighting
(Percent)
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Achievement
(Percent of Target)
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Weighted
Payout Percentage
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Safety Audits & Training
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10
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150
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15
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%
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Equivalent Availability (Coal Units, Winter and Summer Peak Months)
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10
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61
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6
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%
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Equivalent Availability (Nuclear Only)
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5
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200
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10
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%
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System Average Interruption Duration Index (SAIDI) (minutes)
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10
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200
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20
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%
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Adjusted Earnings Per Share (excludes impact of proposed Westar merger and the initial impact of U.S. federal income tax reform)
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50
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144
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72
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%
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JD Power Customer Satisfaction Index (Residential Customer Satisfaction)
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10
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0
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0
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%
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Investment Across the Energy Value Chain that is Adjacent to our Existing Business
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5
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0
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0
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%
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2017-2019 Performance Share Objective
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Weighting
(Percent)
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TSR versus EEI Index
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100
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Committee Structure
. The Committee is solely comprised of independent directors, and the Committee directly retains an independent compensation consultant, Mercer (“Mercer”), to regularly review and evaluate our compensation program.
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Stock Ownership Guidelines
. We have significant stock ownership and holding guidelines for all of our executive officers. Our CEO is expected to hold an equity level of at least five times base salary. Other executive officers, including the other NEOs, are expected to hold equity that is either two or three times their base salaries.
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Clawback Policy
. The Company may recover cash incentive compensation and equity awards from officers in the event of a restatement of or other inaccuracy in the Company’s financial statements for a period of up to three years.
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Risk Assessment of Compensation Plans
. We annually conduct a risk assessment to evaluate whether our compensation program creates any risks that may have a material adverse effect on the Company.
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Change in Control Benefit Triggers
. Our Change in Control Severance Agreements have a “double trigger” and require both a change in control and termination for a qualifying event or circumstance such as being terminated without “cause” or leaving employment for “good reason.”
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No Employment Contracts
. We do not have employment contracts with any of our executive officers, including the NEOs.
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No Dividend Payments for Unvested Performance Shares
. Dividends are not paid on unvested performance shares, unless and until such shares vest.
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Modest Perquisites
. We provide modest perquisites that we believe provide a sound benefit to the Company.
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Alignment with Shareholder Interests.
A significant portion of each executive officer’s compensation is in the form of equity in an effort to align the economic interests of our executive officers with our shareholders.
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Attract and Retain Qualified Leaders
. Attract and retain highly qualified executive officers using a competitive pay package, with base salaries around the median level of comparable companies and opportunities for higher levels of compensation through time-based and performance-based incentives.
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Pay for Performance
. Motivate executive officers to deliver a consistently high level of performance in the markets in which the Company operates, using incentives based on both short-term and long-term financial and operating results.
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Reward Long-Term Growth and Sustained Profitability
. Align the economic interests of executive officers with those of our shareholders, by delivering a significant portion of total compensation in the form of time-based and performance-based equity awards based on incentive goals that, if achieved, are expected to increase TSR over the long term and contribute to the long-term success of the Company.
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Encourage Teamwork and Close Collaboration
. Reward performance that encourages teamwork and close collaboration among executives which drives efficiencies for the benefit of customers and shareholders.
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Encourage Integrity and Ethics
. Reward performance that supports the Company’s Guiding Principles and Code of Ethical Business Conduct by promoting, instilling and striving to attain the highest standards in terms of a culture of integrity, business ethics and community service.
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ALLETE, Inc.
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Black Hills Corporation
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PNM Resources, Inc.
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Alliant Energy Corporation
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IDACORP, Inc.
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Portland General Electric Company
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Ameren Corporation
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NiSource Inc.
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SCANA Corporation
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AVANGRID
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OGE Energy Corp.
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Westar Energy, Inc.
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Avista Corporation
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Pinnacle West Capital Corporation
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2017 Annual Incentive Objectives
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Weighting
(Percent)
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Threshold
50%
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Target
100% |
Stretch
150%
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Superior
200%
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Actual
Performance
Result
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Weighted Payout Percentage
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Achievement (Percent of Target)
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Safety Audits & Training
(1)
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10
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See footnote.
(1)
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See Stretch footnote.
(1)
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15%
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150%
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Equivalent Availability (Coal Units, Winter and Summer Peak Months)
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10
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75.5%
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83.9%
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85.8%
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87.6%
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77.3%
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6%
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61%
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Equivalent Availability (Nuclear Only)
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5
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80.0%
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97.0%
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98.1%
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99.3%
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99.9%
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10%
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200%
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System Average Interruption Duration Index (SAIDI) (minutes)
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10
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96.75
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86.09
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84.20
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82.32
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70.77
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20%
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200%
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Adjusted EPS (excludes impact of Westar merger and the initial impact of U.S. federal income tax reform)
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50
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$1.50
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$1.67
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$1.75
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$1.84
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$1.74
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72%
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144%
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JD Power Customer Satisfaction Index (Residential Customer Satisfaction)
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10
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Ranked 10 out of 16
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Ranked 9 out of 16
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Ranked 8 out of 16
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Ranked 7 out of 16
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Ranked
11 out
of 16
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0%
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0%
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Investment Across the Energy Value Chain that is Adjacent to our Existing Business
(2)
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5
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See footnote.
(2)
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(1) $7 Million Investment in GXP Investments, Inc. (an investment subsidiary) (“GXPI”) and (2) $2.3 Million Investment in Transource Energy, LLC (“Transource”)
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0%
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0%
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100
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Weighted Achievement %
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123%
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123%
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(1)
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Threshold
50%
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Target
100%
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Stretch
150%
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Superior
200%
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(1) Company-wide safety training 100 percent complete; (2) 1.5 safety and health self-audits completed per month with 95.0 percent of related correction plans to be completed within 45 days or plan to achieve; and (3) 9 Physical Conditions Audits with 95.0 percent of related correction plans to be completed within 45 days or a plan to achieve.
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(1) Company-wide safety training 100 percent complete; (2) 2 safety and health self-audits completed per month with 97.5 percent of related correction plans to be completed within 45 days or plan to achieve; and (3) 12 Physical Conditions Audits with 97.5 percent of related correction plans to be completed within 45 days or a plan to achieve.
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(1) Company-wide safety training 100 percent complete; (2) 2.5 safety and health self-audits completed per month with 100 percent of related correction plans to be completed within 45 days or plan to achieve; and (3) 18 Physical Conditions Audits with 100 percent of related correction plans to be completed within 45 days or a plan to achieve.
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(1) Company-wide safety training 100 percent complete; (2) 4 safety and health self-audits completed per month with 100 percent of related correction plans to be completed within 45 days or plan to achieve; and (3) 24 Physical Conditions Audits with 100 percent of related correction plans to be completed within 45 days or a plan to achieve.
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(2)
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Threshold
50%
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Target
100%
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Stretch
150%
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Superior
200%
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(1) $15.0 million in investment by GXPI and (2) $2.4 million investment in Transource.
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(1) $18.0 million investment by GXPI and (2) $2.7 million investment in Transource.
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(1) $19.0 million investment by GXPI and (2) $2.9 million investment in Transource.
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(1) $20.0 million investment by GXPI and (2) $3.1 million investment in Transource.
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2016-2018 Performance Share Objective
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Weighting
(Percent)
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Threshold
(50%)
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Target
(100%)
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Stretch
(150%)
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Superior
(200%)
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TSR versus EEI Index
(1)
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100%
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30
th
Percentile
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50
th
Percentile
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70
th
Percentile
|
90
th
Percentile
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(1)
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TSR is compared to an industry peer group of the EEI Index of electric companies during the three-year measurement period 2016-2018. At the end of the three-year measurement period, we will assess our TSR compared to the EEI Index. Depending on how we rank, the officers will receive a percentage of the performance share grants. To appropriately balance our actual performance against our relative performance to the EEI Index, any payout for the period would be capped at Target (100 percent) if actual TSR performance is negative.
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2017-2019 Performance Share Objective
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Weighting
(Percent)
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Threshold
(50%)
|
Target
(100%)
|
Stretch
(150%)
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Superior
(200%)
|
|
|
TSR versus EEI Index
(1)
|
100%
|
30
th
Percentile
|
50
th
Percentile
|
70
th
Percentile
|
90
th
Percentile
|
|
|
|
|
|
|
|
(1)
|
TSR is compared to an industry peer group of the EEI Index of electric companies during the three-year measurement period 2017-2019. At the end of the three-year measurement period, we will assess our TSR compared to the EEI Index. Depending on how we rank, the officers will receive a percentage of the performance share grants. To appropriately balance our actual performance against our relative performance to the EEI Index, any payout for the period would be capped at Target (100 percent) if actual TSR performance is negative.
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•
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Employees in the Old Retirement Program can contribute up to 40 percent of base pay. After one year of employment, the Company matches 50 percent of the first 6 percent of base pay that is contributed. Employees are fully vested in the Company matching contribution and associated earnings after six (6) years.
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•
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Employees in the Current Retirement Program can contribute up to 75 percent of base pay, bonus incentive, and overtime pay. The Company matches 100 percent of the first 6 percent of total pay that is contributed. Company contributions vest immediately.
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•
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Employees hired on or after January 1, 2014 are eligible to participate in the new Retirement Program Plus. In this program, employees can contribute up to 75 percent of base pay, bonus incentive, and overtime pay. The Company matches 100 percent of the first 6 percent of total pay that is contributed and contributes an annual non-elective amount equal to 4 percent of employee base pay. The Company matching contribution vests immediately and the annual non-elective contribution and associated earnings vest after three (3) years of service.
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•
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Contributions are limited by the tax code.
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•
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The annual incentive plans for all employees (including officers) contain a diverse array of measures that focus on the fundamental aspects of our business.
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•
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The performance measures for all incentive compensation programs are directly tied to the Company’s annual and long-term financial results and/or business plans.
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•
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The maximum amount payable to officer employees under our AIP ranges from approximately 40 percent at the lowest level to 200 percent of base salary for the NEOs.
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•
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The officer compensation program design provides a balanced mix of cash and equity, annual and long-term incentives and diverse performance objectives.
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•
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The Company currently does not grant stock options.
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•
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The Company (for non-officers) and the Committee (for officers) have downward discretion over both cash and equity incentive program payouts.
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•
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The Company has “clawback” provisions for its officer annual incentive compensation and LTIP performance share awards.
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•
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Officers are subject to share ownership and retention guidelines.
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•
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The Board oversees the Company’s enterprise risk management and mitigation programs, including the possible impacts of variables on the earnings and credit position of the Company, which are important aspects of the Company’s incentive compensation plans.
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•
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The officers’ AIP and LTIP performance share grants have a “stretch” performance level to flatten the steepness of the performance payout curve and further reinforce the appropriate behavioral incentives.
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•
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Under the LTIP, any payout is capped at target or 100 percent, if TSR performance is negative even if a greater award is prescribed by the performance share objectives.
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Compensation and Development Committee
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John J. Sherman, Chair
Randall C. Ferguson, Jr.
Gary D. Forsee
Scott D. Grimes
Sandra J. Price
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Name and
Principal Position
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Year
|
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Salary
($)
|
|
Bonus
($)
|
Stock
Awards
(1)
($)
|
Non-Equity
Incentive Plan
Compensation
(2)
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
||||||||||
Mr. Bassham
Chairman, President and Chief Executive Officer
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2017
|
|
880,000
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—
|
2,514,510
|
|
|
1,082,400
|
|
|
568,773
|
|
|
141,637
|
|
|
5,187,320
|
|
|
2016
|
|
800,000
|
|
—
|
2,283,294
|
|
|
1,144,000
|
|
|
352,896
|
|
92,192
|
|
4,672,382
|
|
|
|||
2015
|
|
685,000
|
|
250,000
|
1,724,694
|
|
|
95,900
|
|
|
204,840
|
|
93,024
|
|
3,053,458
|
|
|
|||
Mr. Bryant
Senior Vice President -
Finance and Strategy and Chief Financial Officer
|
2017
|
|
462,000
|
|
—
|
733,424
|
|
|
646,800
|
|
|
243,355
|
|
34,910
|
|
2,120,489
|
|
|
||
2016
|
|
402,000
|
|
—
|
509,985
|
|
|
344,916
|
|
|
125,999
|
|
40,152
|
|
1,423,052
|
|
|
|||
2015
|
|
316,957
|
(5)
|
78,000
|
641,599
|
|
|
21,411
|
|
|
32,510
|
|
48,914
|
|
1,139,391
|
|
|
|||
Ms. Humphrey
Senior Vice President-
Corporate Services and
General Counsel
|
2017
|
|
413,000
|
|
—
|
524,521
|
|
|
495,600
|
|
|
187,725
|
|
|
63,191
|
|
|
1,684,037
|
|
|
2016
|
|
393,000
|
|
—
|
498,561
|
|
|
337,194
|
|
|
108,233
|
|
55,022
|
|
1,392,010
|
|
|
|||
2015
|
|
357,000
|
|
75,000
|
399,514
|
|
|
24,990
|
|
|
40,432
|
|
41,741
|
|
938,677
|
|
|
|||
Ms. Wright
Vice President-Corporate Planning, Investor Relations and Treasurer
|
2017
|
|
311,000
|
|
—
|
246,901
|
|
|
248,800
|
|
|
212,798
|
|
28,111
|
|
1,047,610
|
|
|
||
2016
|
|
296,000
|
|
—
|
234,700
|
|
|
169,312
|
|
|
136,248
|
|
47,317
|
|
883,577
|
|
|
|||
Mr. Caisley
Vice President-Marketing and Public Affairs
|
2017
|
|
300,000
|
|
—
|
238,152
|
|
|
300,000
|
|
|
109,514
|
|
28,180
|
|
975,846
|
|
|
||
Mr. Heidtbrink
Former Executive Vice President and
Chief Operating Officer-
KCP&L and GMO
|
2017
|
|
570,000
|
|
—
|
1,055,650
|
|
(6)
|
—
|
191,296
|
|
325,861
|
(7)
|
2,142,807
|
|
|
||||
2016
|
|
543,000
|
|
—
|
1,004,512
|
|
|
543,543
|
|
|
242,752
|
|
53,553
|
|
2,387,360
|
|
|
|||
2015
|
|
503,000
|
|
226,000
|
820,864
|
|
|
49,294
|
|
|
107,944
|
|
54,816
|
|
1,761,918
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column are the aggregate grant date fair values of restricted stock and performance shares granted under our LTIP during each year, computed in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See note 10 to the consolidated financial statements included in the Original Filing for a discussion of the relevant assumptions used in calculating these amounts. The amounts shown exclude the effect of estimated forfeitures, as required by SEC rules.
|
|
Grant date
fair value of
2015 performance
share awards
($)
|
Grant date
fair value of
2016 performance
share awards
($)
|
Grant date
fair value of
2017 performance
share awards
($)
|
|||||||||||||||
Name
|
Target
|
Maximum
|
Target
|
Maximum
|
Target
|
Maximum
|
||||||||||||
Mr. Bassham
|
1,265,628
|
|
|
2,531,256
|
|
|
1,746,804
|
|
|
3,493,608
|
|
|
1,926,866
|
|
|
3,853,732
|
|
|
Mr. Bryant
|
251,801
|
|
|
503,602
|
|
|
390,144
|
|
|
780,288
|
|
|
562,024
|
|
|
1,124,048
|
|
|
Ms. Humphrey
|
293,171
|
|
|
586,342
|
|
|
381,412
|
|
|
762,824
|
|
|
401,941
|
|
|
803,882
|
|
|
Ms. Wright
|
147,319
|
|
|
294,638
|
|
|
179,540
|
|
|
359,080
|
|
|
189,186
|
|
|
378,372
|
|
|
Mr. Caisley
|
142,700
|
|
|
285,400
|
|
|
173,477
|
|
|
346,954
|
|
|
182,496
|
|
|
364,992
|
|
|
Mr. Heidtbrink
|
602,366
|
|
|
1,204,732
|
|
|
768,477
|
|
|
1,536,954
|
|
|
808,946
|
|
|
1,617,892
|
|
|
|
Change in Pension Value
($)
|
Change in
SERP
($)
|
Above-Market Earnings on Deferred Compensation
($) |
||||||
Mr. Bassham
|
107,234
|
|
|
408,194
|
|
|
53,345
|
|
|
Mr. Bryant
|
94,989
|
|
|
148,366
|
|
|
—
|
||
Ms. Humphrey
|
87,764
|
|
|
86,184
|
|
|
13,777
|
|
|
Ms. Wright
|
133,942
|
|
|
76,319
|
|
|
2,537
|
|
|
Mr. Caisley
|
77,496
|
|
|
32,018
|
|
|
—
|
||
Mr. Heidtbrink
|
191,296
|
|
|
—
|
—
|
Name
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
Total
|
||||||||
Mr. Bassham
|
16,200
|
|
|
105,240
|
|
|
17,127
|
1,260
|
|
|
1,810
|
—
|
141,637
|
|
|
Mr. Bryant
|
16,200
|
|
|
—
|
17,450
|
1,260
|
|
|
—
|
—
|
34,910
|
|
|
||
Ms. Humphrey
|
16,200
|
|
|
28,812
|
|
|
14,575
|
1,260
|
|
|
2,344
|
—
|
63,191
|
|
|
Ms. Wright
|
16,200
|
|
|
—
|
10,651
|
1,260
|
|
|
—
|
—
|
28,111
|
|
|
||
Mr. Caisley
|
16,200
|
|
|
—
|
10,720
|
1,260
|
|
|
—
|
—
|
28,180
|
|
|
||
Mr. Heidtbrink
|
5,498
|
|
|
—
|
17,011
|
525
|
|
|
—
|
302,827
|
325,861
|
|
|
(5)
|
On September 2, 2015, Mr. Bryant became our Senior Vice President-Finance and Strategy and Chief Financial Officer. Effective with his appointment, Mr. Bryant’s salary was increased to $390,000 on a prorated basis.
|
(6)
|
Mr. Heidtbrink retired from the Company effective May 1, 2017. Pursuant to the terms of a retirement agreement with the Company, Mr. Heidtbrink forfeited his 2017 annual incentive award and all his restricted stock and performance share awards granted in 2017. The original grant amounts are reflected above. The terms of the agreement are more fully described under Other Agreements on page 23.
|
(7)
|
In addition, Mr. Heidtbrink’s retirement agreement provided for a bonus of $302,827; the bonus was paid at his retirement that was effective May 1, 2017.
|
Name
|
Grant Date
|
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or Units
(#) |
Grant Date
Fair Value of
Stock
($)
|
||||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||
Mr. Bassham
|
February 14, 2017
(1)
|
440,000
|
|
880,000
|
|
1,760,000
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)
|
|
|
|
30,820
|
|
61,640
|
|
123,280
|
|
|
1,926,866
|
|
|||||
March 1, 2017
(3)
|
|
|
|
|
|
|
20,547
|
|
587,644
|
|
|||||||
Mr. Bryant
|
February 14, 2017
(1)
|
161,700
|
|
323,400
|
|
646,800
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)
|
|
|
|
8,990
|
|
17,979
|
|
35,958
|
|
|
562,024
|
|
|||||
March 1, 2017
(3)
|
|
|
|
|
|
|
5,993
|
|
171,400
|
|
|||||||
Ms. Humphrey
|
February 14, 2017
(1)
|
123,900
|
|
247,800
|
|
495,600
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)
|
|
|
|
6,429
|
|
12,858
|
|
25,716
|
|
|
401,941
|
|
|||||
March 1, 2017
(3)
|
|
|
|
|
|
|
4,286
|
|
122,580
|
|
|||||||
Ms. Wright
|
February 14, 2017
(1)
|
62,200
|
|
124,400
|
|
248,800
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)
|
|
|
|
3,026
|
|
6,052
|
|
12,104
|
|
|
189,186
|
|
|||||
March 1, 2017
(3)
|
|
|
|
|
|
|
2,018
|
|
57,715
|
|
|||||||
Mr. Caisley
|
February 14, 2017
(1)
|
75,000
|
|
150,000
|
|
300,000
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)
|
|
|
|
2,919
|
|
5,838
|
|
11,676
|
|
|
182,496
|
|
|||||
March 1, 2017
(3)
|
|
|
|
|
|
|
1,946
|
|
55,656
|
|
|||||||
Mr. Heidtbrink
|
February 14, 2017
(1)(4)
|
66,500
|
|
133,000
|
|
266,000
|
|
|
|
|
|
|
|||||
March 1, 2017
(2)(4)
|
|
|
|
12,939
|
|
25,878
|
|
51,756
|
|
|
808,946
|
|
|||||
March 1, 2017
(3)(4)
|
|
|
|
|
|
|
8,626
|
|
246,704
|
|
(1)
|
Reflects the payments under our 2017 AIP, measured at the grant date. The actual amounts earned in 2017 are reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table on page 26.
|
(2)
|
Consists of performance share awards under our LTIP for the 2017-2019 performance period that vest on March 2, 2020. Performance shares are payable in common stock, cash, or a combination of common stock and cash after the end of the performance period. Actual payments depend on the three-year TSR compared to the EEI Index. The awards can range from 0 percent to 200 percent of the target amount. Dividend equivalents will be paid in cash after the end of the period on the number of shares earned. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $31.26 per share and reflects the target number of shares.
|
(3)
|
Consists of time-based restricted stock awards under the LTIP that vest on March 2, 2020. The grant date fair value, calculated in accordance with FASB ASC Topic 718 (excluding the effect of estimated forfeitures), is $28.60 per share.
|
(4)
|
Mr. Heidtbrink retired from the Company effective May 1, 2017. Pursuant to the terms of a retirement agreement with the Company, Mr. Heidtbrink forfeited his 2017 annual incentive award and his restricted stock and performance share awards granted in 2017. The original amounts are reflected above. The terms of the agreement are more fully described under Other Agreements on page 23.
|
|
Stock Awards
|
||||||||||
Name
(1)
|
Number of
Shares of
Stock That
Have Not
Vested (#)
(2)(3)
|
Market Value of
Shares of
Stock That Have Not
Vested ($)
(3)(4)
|
Equity
Incentive Plan
Awards: Number of
Unearned Shares That Have Not
Vested (#)
(5)
|
Equity
Incentive Plan Awards:
Market or Payout
Value of Unearned
Shares That Have Not
Vested ($)
(4)(5)
|
|||||||
|
Mr. Bassham
|
112,887
|
|
|
3,639,477
|
|
|
117,253
|
3,780,237
|
|
|
|
Mr. Bryant
|
29,727
|
|
|
958,398
|
|
|
30,400
|
980,096
|
|
|
|
Ms. Humphrey
|
25,400
|
|
|
818,896
|
|
|
25,001
|
806,032
|
|
|
|
Ms. Wright
|
12,487
|
|
|
402,581
|
|
|
11,768
|
379,400
|
|
|
|
Mr. Caisley
|
12,081
|
|
|
389,491
|
|
|
11,361
|
366,279
|
|
|
|
|
|
|
|
|
|
|
|
|||
(1)
|
On May 1, 2017, the Company entered into a retirement agreement with Mr. Heidtbrink in connection with his retirement from the Company. The agreement provided for the forfeiture of restricted stock and performance share awards granted in 2017 to Mr. Heidtbrink, and the vesting of all restricted stock grants and the vesting of prorated performance share awards granted prior to 2017. The original grant amounts are reflected above. The terms of the agreement are more fully described under Other Agreements on page 23.
|
||||||||||
(2)
|
Includes reinvested dividends on restricted stock that carry the same restrictions.
|
(3)
|
Reflects the time-based restricted stock grants that were not vested as of December 31, 2017. The following table provides the grant and vesting dates and number of unvested shares (including reinvested dividend shares) for each of the outstanding grants as of December 31, 2017. Also included are the 2015-2017 performance share awards, which, as of December 31, 2017, were earned, but had not yet vested.
|
(5)
|
Reflects the performance share awards, at target, that were outstanding as of December 31, 2017. The value of the shares is calculated by multiplying the number of shares by the closing market price ($32.24) on December 29, 2017. The following table provides, by performance period for each NEO, the target number of performance shares for each of the outstanding grants as of December 31, 2017.
|
Name
|
Number of Shares
Acquired on Vesting (#)
(1)
|
Value
Realized on Vesting ($)
(1)
|
|||||
|
Mr. Bassham
|
79,140
|
|
|
2,457,621
|
|
|
|
Mr. Bryant
|
15,139
|
|
|
465,350
|
|
|
|
Ms. Humphrey
|
19,077
|
|
|
591,312
|
|
|
|
Ms. Wright
|
8,230
|
|
|
257,526
|
|
|
|
Mr. Caisley
|
8,052
|
|
|
251,951
|
|
|
|
Mr. Heidtbrink
|
88,657
|
|
|
2,662,311
|
|
|
|
|
|
|
|
|
||
(1)
|
Awards of time-based restricted stock, plus reinvested dividends, vested on March 3, 2017 and September 5, 2017. Shares earned on reinvested dividends on time-based restricted stock that had previously vested, vested on March 20, 2017 and September 20, 2017. Common stock was paid on March 3, 2017, on performance shares earned for the 2014-2016 performance period. The following table provides detail for each of these vesting and payment events.
|
Name
|
Plan Name
|
Number of
Years
Credited
Service (#)
|
Present
Value of
Accumulated
Benefit ($)
|
Payments
During Last
Fiscal Year ($)
|
||||||
|
Mr. Bassham
|
|
Management Pension Plan
|
12.5
|
|
533,299
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
12.0
|
|
1,355,327
|
|
|
—
|
|||
|
Mr. Bryant
|
|
Management Pension Plan
|
14.0
|
|
357,198
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
14.0
|
|
300,656
|
|
|
—
|
|||
|
Ms. Humphrey
|
|
Management Pension Plan
|
10.9
|
|
337,721
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
10.4
|
|
258,894
|
|
|
—
|
|||
|
Ms. Wright
|
|
Management Pension Plan
|
16.2
|
|
654,996
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
16.2
|
|
265,527
|
|
|
—
|
|||
|
Mr. Caisley
|
|
Management Pension Plan
|
10.2
|
|
277,171
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
10.2
|
|
100,833
|
|
|
—
|
|||
|
Mr. Heidtbrink
(1)
|
|
Management Pension Plan
|
9.0
|
|
1,182,489
|
|
|
—
|
|
|
Supplemental Executive Retirement Plan
|
9.0
|
|
—
|
556,208
|
|||||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Heidtbrink was a GMO employee prior to its acquisition by Great Plains Energy in 2008. Mr. Heidtbrink ceased accruing benefits under the GMO pension plan as of the acquisition date, and started accruing benefits under the Pension Plan and SERP. The years of credited service shown for him reflect service under these latter plans; however, the present value of accumulated benefits shown for the management pension plan reflects both his frozen GMO pension plan benefit and his Pension Plan benefit. Mr. Heidtbrink retired from the Company effective May 1, 2017, and is no longer eligible for benefits under the SERP.
|
Name
|
Executive
Contribution in
Last FY
(1)
($)
|
Registrant
Contributions in Last FY
(2)
($)
|
Aggregate
Earnings in
Last FY
(3)
($)
|
Aggregate
withdrawals/
distributions
($)
|
Aggregate
Balance at
Last FYE
(4)
($)
|
||||||||||
|
Mr. Bassham
|
150,000
|
|
|
105,240
|
|
|
82,047
|
|
|
—
|
1,276,632
|
|
|
|
|
Mr. Bryant
|
—
|
—
|
—
|
—
|
—
|
|||||||||
|
Ms. Humphrey
|
109,032
|
|
|
28,812
|
|
|
21,198
|
|
|
(70,913)
|
403,967
|
|
|
|
|
Mr. Wright
|
6,000
|
|
|
—
|
3,901
|
|
|
—
|
59,380
|
|
|
|||
|
Mr. Caisley
|
—
|
—
|
—
|
—
|
—
|
|||||||||
|
Mr. Heidtbrink
|
—
|
—
|
—
|
—
|
—
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
(1)
|
The entire amount shown for each NEO is included in the 2017 salary and non-equity incentive plan compensation information shown for such person in the Summary Compensation Table on page 26. To provide consistency with the Summary Compensation Table, this table shows deferrals of compensation earned in 2017 (whether paid in 2017 or 2018). The amounts of 2017 salary deferred are: Mr. Bassham, $150,000; Ms. Humphrey, $49,560 and Ms. Wright, $3,000. The amounts of 2017 deferred non-equity incentive award compensation are: Ms. Humphrey $59,472; and Ms. Wright, $3,000.
|
||||||||||||||
(2)
|
The entire amount shown in this column for each NEO is included in the amount shown for each NEO in the “All Other Compensation” column in the Summary Compensation Table.
|
||||||||||||||
(3)
|
Only the above-market earnings are reported in the Summary Compensation Table. The above-market earnings were: Mr. Bassham, $53,345; Ms. Humphrey, $13,777; and Ms. Wright, $2,537.
|
||||||||||||||
(4)
|
The following amounts reported in this column were reported as compensation to the NEOs in the Summary Compensation Tables for previous years: Mr. Bassham, $174,165 (2016) and $113,595 (2015); Ms. Humphrey, $107,079 (2016) and $66,310 (2015); and Ms. Wright, $8,099 (2016).
|
•
|
any person (as defined by SEC regulations) becomes the beneficial owner of at least 35 percent of our outstanding shares of common stock or of the combined voting power of our outstanding securities;
|
•
|
a change occurs in the majority of our Board;
|
•
|
a merger, consolidation, reorganization or similar transaction is consummated (unless our shareholders continue to hold at least 60 percent of the voting power of the surviving entity); or
|
•
|
a complete liquidation, complete dissolution or an agreement for the sale or disposition of substantially all of our assets occurs or is approved by our shareholders (unless our shareholders continue to hold at least 60 percent of the voting power after such disposition or sale).
|
•
|
we enter into an agreement that, if consummated, would result in a Change in Control;
|
•
|
we, or another person, publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control;
|
•
|
any person (as defined by SEC regulations) becomes the beneficial owner of 10 percent or more of our outstanding voting securities; or
|
•
|
our Board, or our shareholders, adopt a resolution approving any of the foregoing matters or approving a Change in Control.
|
•
|
a material misappropriation of any funds, confidential information or property;
|
•
|
the conviction of, or the entering of, a guilty plea or plea of no contest with respect to a felony (or equivalent);
|
•
|
willful damage, willful misrepresentation, willful dishonesty or other willful conduct that can reasonably be expected to have a material adverse effect on the Company; or
|
•
|
gross negligence or willful misconduct in performance of the employee’s duties (after written notice and a reasonable period to remedy the occurrence).
|
•
|
there is any material and adverse reduction or diminution in position, authority, duties or responsibilities below the level provided at any time during the 90-day period before the “protected period”;
|
•
|
there is any reduction in annual base salary after the start of the “protected period” (unless such reduction is in connection with a company-wide reduction);
|
•
|
there is any reduction in benefits below the level provided at any time during the 90-day period prior to the “protected period”;
|
•
|
the employee is required to be based at any office or location that is more than 70 miles from where the employee was based immediately before the start of the “protected period”; or
|
•
|
the Company fails to require any successor to all or substantially all of the Company’s business or assets to assume expressly and agree to perform under the Change in Control Agreements.
|
Benefit
|
Mr.
Bassham
($)
|
Mr.
Bryant
($)
|
Ms.
Humphrey
($)
|
Ms.
Wright
($)
|
Mr.
Caisley
($)
|
|||||||||||
|
Two Times Salary
(1)
|
1,760,000
|
|
|
924,000
|
|
|
826,000
|
|
|
622,000
|
|
|
600,000
|
|
|
|
Two Times Bonus
(2)
|
1,148,000
|
|
|
260,424
|
|
|
340,154
|
|
|
212,934
|
|
|
203,440
|
|
|
|
Annual Bonus
(3)
|
1,082,400
|
|
|
646,800
|
|
|
495,600
|
|
|
248,800
|
|
|
300,000
|
|
|
|
DCP payment
(4)
|
1,324,191
|
|
|
—
|
258,280
|
|
|
61,547
|
|
|
—
|
||||
|
SERP payment
(5)
|
1,360,632
|
|
|
194,089
|
|
|
177,476
|
|
|
233,204
|
|
|
65,912
|
|
|
|
Additional Retirement
Benefits
(6)
|
622,222
|
|
|
439,256
|
|
|
390,426
|
|
|
249,687
|
|
|
310,399
|
|
|
|
Performance Share Awards Vesting
(7)
|
5,830,450
|
|
|
1,408,487
|
|
|
1,277,784
|
|
|
615,172
|
|
|
594,601
|
|
|
|
Restricted Stock Vesting
(8)
|
1,943,544
|
|
|
610,714
|
|
|
426,068
|
|
|
205,195
|
|
|
198,292
|
|
|
|
Health and Welfare
(9)
|
59,007
|
|
|
57,874
|
|
|
43,628
|
|
|
49,200
|
|
|
49,171
|
|
|
|
Accrued Vacation Payout
|
67,692
|
|
|
35,538
|
|
|
31,769
|
|
|
23,923
|
|
|
23,077
|
|
|
|
Tax Gross-Up
(10)
|
3,399,908
|
|
|
1,338,341
|
|
|
1,091,287
|
|
|
—
|
660,527
|
|
|
||
|
Total
|
18,598,046
|
|
|
5,915,523
|
|
|
5,358,472
|
|
|
2,521,662
|
|
|
3,005,419
|
|
|
(1)
|
The NEOs receive two times their highest annual base salary, during the twelve-month period prior to the date of termination.
|
(2)
|
The NEOs receive two times their average annualized annual incentive compensation awards.
|
(3)
|
The Change in Control Agreements provide for a bonus at least equal to the average annualized incentive awards paid to the NEO during the last five fiscal years of the Company (or the number of years the NEO worked for the Company) immediately before the fiscal year in which the Change in Control occurs, prorated for the number of days employed in the year in which the Change in Control occurred. As the NEOs would have been eligible to receive the full amount of the 2017 AIP payments, which the annual bonus payment equals the 2017 annual incentive plan payments.
|
(4)
|
Because the NEOs are “specified employees” under Internal Revenue Code Section 409A, payments triggered by a separation from service are delayed to the first business day of the seventh month after the month in which separation from service occurs. Thus, the amounts shown for them reflect their DCP account balances as of December 31, 2017, plus interest on the balances to the July 1, 2018 payment date for those portions to be paid as of the date of separation from service. Messrs. Bryant and Caisley had no deferred compensation as of December 31, 2017.
|
(5)
|
All of our NEOs included in this table have elected to have their SERP benefits paid in a lump sum upon separation from service. The amounts shown on this line reflect the benefits payable under the SERP as of a July 1, 2018 payment date, reflecting the required Section 409A delay; the additional benefit arising from additional years of service credited upon a Change in Control is provided on the next line.
|
(6)
|
The amounts reflect the present value of the benefit arising from additional years of service credited upon a Change in Control. The NEOs are credited for two additional years of service. These benefits are paid through our SERP.
|
(7)
|
In the event of a “change in control” (which is consistent with the definition of a Change in Control in the Change in Control Agreements) and termination of employment without Cause or for Good Reason, our LTIP provides that all performance share grants are deemed to have been fully earned. The amounts shown for each person reflect the aggregate target number of performance shares, valued at the $32.24 closing price of our stock on December 29, 2017, plus accrued cash dividends.
|
(8)
|
In the event of a Change in Control and termination of employment without Cause or for Good Reason, our LTIP provides that all restrictions on restricted stock grants are removed. The amounts shown for each person reflect the aggregate number of restricted stock grants outstanding as of December 31, 2017, plus reinvested dividends carrying the same restrictions, valued at the $32.24 closing price of our stock on December 29, 2017.
|
(9)
|
The amounts include medical, accident, disability and life insurance for two years following termination and are estimated based on our current premiums for medical coverage and indicative premiums for private insurance coverage for the individuals, as well as $16,920 payable for financial services for one year for Messrs. Bassham, Bryant and Ms. Humphrey and $10,745 for Ms.Wright and Mr. Caisley.
|
(10)
|
Because these officers’ Change in Control Agreements were entered into before August 2013, they provide for an additional payment to cover excise taxes imposed by Section 4999 of the Internal Revenue Code (“Section 280G gross-up payments”). We have calculated these payments based on the estimated payments discussed above. In calculating these payments, we did not make any reductions for the value of reasonable compensation for pre-Change in Control period and post-Change in Control period service, such as the value attributed to non-compete provisions. In the event that payments are due under Change in Control Agreements, we would perform evaluations to determine the reductions attributable to these services.
|
Name
|
Fees Earned
or Paid
in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
Nonqualified
Deferred Compensation
Earnings
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total
($)
|
||||||||||||
|
Dr. Bodde
|
101,000
|
|
|
87,554
|
|
|
|
139,332
|
|
|
10,076
|
|
|
337,962
|
|
|
|
Mr. Ferguson
|
108,500
|
|
|
87,554
|
|
|
—
|
20,268
|
|
|
216,322
|
|
|
|||
|
Mr. Forsee
|
124,000
|
|
|
87,554
|
|
|
|
49,257
|
|
|
10,000
|
|
|
270,811
|
|
|
|
Mr. Grimes
|
99,500
|
|
|
87,554
|
|
|
—
|
—
|
187,054
|
|
|
|||||
|
Mr. Hyde
|
113,500
|
|
|
87,554
|
|
|
|
28,947
|
|
|
6,300
|
|
|
236,301
|
|
|
|
Mr. Mitchell
|
42,500
|
|
|
42,530
|
|
|
|
15,245
|
|
|
10,076
|
|
|
110,351
|
|
|
|
Ms. Murtlow
|
102,500
|
|
|
87,554
|
|
|
—
|
—
|
190,054
|
|
|
|||||
|
Ms. Price
|
104,000
|
|
|
87,554
|
|
|
—
|
15,000
|
|
|
206,554
|
|
|
|||
|
Mr. Sherman
|
111,000
|
|
|
87,554
|
|
|
—
|
10,000
|
|
|
208,554
|
|
|
|||
|
|||||||||||||||||
(1)
|
The amounts shown include quarterly cash retainers of $20,000 for all non-employee directors for each Board and committee meeting attended in the first quarter of 2017. Beginning in the second quarter of 2017, non-employee directors received a quarterly cash retainer of $22,500. Additional Board and committee fees were paid for meetings in excess of six board and six committee meetings annually. Cash fees were paid for Mr. Forsee ($20,000) as Lead Director, and Messrs. Hyde ($12,500), Sherman ($10,000) and Ferguson ($7,500) as Committee chairs. Mr. Mitchell retired effective May 2, 2017.
|
||||||||||||||||
(2)
|
The amounts shown include quarterly equity retainers of $20,000 for the first quarter of 2017 and $22,500 for the second, third and fourth quarters of 2017. These equity retainers are the aggregate grant date fair values of Director Shares and DSUs granted during 2017 computed in accordance with the FASB ASC Topic 718. The DSUs are not subject to any service-based vesting conditions. As of December 31, 2017, the following directors held DSUs as follows: Dr. Bodde 26,949 DSUs; Mr. Ferguson 32,783 DSUs; Mr. Forsee 30,060 DSUs; Mr. Grimes 9,070 DSUs; Mr. Hyde 15,441 DSUs; Mr. Mitchell 10,596 DSUs; Ms. Murtlow 9,070 DSUs; and Ms. Price 5,725 DSUs.
|
||||||||||||||||
(3)
|
The amounts shown represent the above-market earnings during 2017 on nonqualified deferred compensation.
|
||||||||||||||||
(4)
|
The amounts shown consist of, as applicable for each director, matched charitable contributions, spousal travel, and premiums for life insurance and health insurance. The matched charitable contributions reported in this column are: Dr. Bodde, $10,000; Mr. Ferguson, $17,000; Mr. Forsee, $10,000; Mr. Hyde, $ 6,300; Ms. Price, $15,000; Mr. Sherman, $10,000; including $10,000 made in honor of Mr. Mitchell's retirement. The Company also paid the following amounts for life and health insurance during 2017: Dr. Bodde, $76; Mr. Ferguson, $3,268; and Mr. Mitchell, $76.
|
|
David L. Bodde
|
Scott D. Grimes
|
Sandra J. Price
|
|
Randall C. Ferguson, Jr.
|
Thomas D. Hyde
|
John J. Sherman
|
|
Gary D. Forsee
|
Ann D. Murtlow
|
|
Fee Category
|
2017
|
2016
|
|||||||
|
Audit Fees
|
|
$2,661,600
|
|
|
|
$2,316,425
|
|
|
|
Audit-Related Fees
|
44,000
|
|
|
42,000
|
|
|
||
|
Tax Fees
|
37,802
|
|
|
223,818
|
|
|
||
|
All Other Fees
|
12,395
|
|
|
4,395
|
|
|
||
|
Total Fees:
|
|
$2,755,797
|
|
|
|
$2,586,638
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
Registrant
|
|
|
|
|
|
2.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
2.2
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
3.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
3.2
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
3.3
|
*
|
|
KCP&L
|
|
|
|
|
|
|
3.4
|
*
|
|
KCP&L
|
|
|
|
|
|
|
4.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.2
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.3
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.4
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.5
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.6
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.7
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.8
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.9
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.10
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.11
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
4.12
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.13
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.14
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.15
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.16
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.17
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.18
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.19
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.20
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.21
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.22
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.23
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.24
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.25
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.26
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.27
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.28
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.29
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.30
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
4.32
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.1
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.2
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.3
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.4
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.5
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.6
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.7
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.8
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.9
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.10
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.11
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.12
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.13
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
10.14
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.15
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.16
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.17
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.18
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.19
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.20
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.21
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.22
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.23
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.24
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.25
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.26
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.27
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
10.28
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.29
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.30
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.31
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.32
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.33
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.34
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.35
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.36
|
*+
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.37
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.38
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.39
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.40
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.41
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.42
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
10.43
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.44
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.45
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.46
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.47
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.48
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.49
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.50
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.51
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.52
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.53
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.54
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.55
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.56
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.57
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.58
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.59
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
10.60
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.61
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.62
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.63
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.64
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.65
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.66
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.67
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.68
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.69
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.70
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.71
|
*
|
|
KCP&L
|
|
|
|
|
|
|
10.72
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.73
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.74
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.75
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.76
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
10.77
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.78
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
10.79
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
12.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
12.2
|
*
|
|
KCP&L
|
|
|
|
|
|
|
21.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
23.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
23.2
|
*
|
|
KCP&L
|
|
|
|
|
|
|
24.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
24.2
|
*
|
|
KCP&L
|
|
|
|
|
|
|
31.1
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
31.2
|
*
|
|
Great Plains Energy
|
|
|
|
|
|
|
31.3
|
*
|
|
KCP&L
|
|
|
|
|
|
|
31.4
|
*
|
|
KCP&L
|
|
|
|
|
|
|
31.5
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
31.6
|
|
|
Great Plains Energy
|
|
|
|
|
|
|
32.1
|
**
|
|
Great Plains Energy
|
|
|
|
|
|
|
32.2
|
**
|
|
KCP&L
|
|
|
|
|
|
|
101.INS
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
101.SCH
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
101.CAL
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
101.DEF
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
101.LAB
|
*
|
|
Great Plains Energy
KCP&L |
|
|
|
|
|
|
101.PRE
|
*
|
|
Great Plains Energy
KCP&L |
|
GREAT PLAINS ENERGY INCORPORATED
|
|
|
|
|
Date: April 26, 2018
|
By:
/s/ Terry Bassham
|
|
|
Terry Bassham
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
1 Year Evergy Chart |
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