8-K

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 of1934

Date of report (Date of earliest event reported):

January 19, 2012

Commission	Registrant; State of Incorporation	IRS Employer
File Number	Address; and Telephone Number	Identification No.
001-09057	WISCONSIN ENERGY CORPORATION	39-1391525
	(A Wisconsin Corporation)
	231 West Michigan Street
	P.O. Box 1331
	Milwaukee, WI 53201
	(414) 221-2345
001-01245	WISCONSIN ELECTRIC POWER COMPANY	39-0476280
	(A Wisconsin Corporation)
	231 West Michigan Street
	P.O. Box 2046
	Milwaukee, WI 53201
	(414) 221-2345

The name and address of each registrant have not changed since the 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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

WISCONSIN ENERGY CORPORATION

WISCONSIN ELECTRIC POWER COMPANY

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On January 19, 2012, the Board of Directors of each of Wisconsin Energy Corporation and Wisconsin Electric Power Company increased the number of directors constituting the whole Board from nine to ten and elected Mary Ellen Stanek to fill the vacancy on the Board of Directors of each company. Ms. Stanek currently serves as Managing Director and Director of Asset Management for Robert W. Baird & Co., Chief Investment Officer of Baird Advisors, an institutional fixed income investment advisor, and President of Baird Funds, Inc., a publicly registered investment company. Ms. Stanek was also appointed to the Finance Committee of each Board of Directors effective January 19, 2012. The Board of Directors of each company determined that Ms. Stanek is independent pursuant to Wisconsin Energy's Corporate Governance Guidelines.

Consistent with Wisconsin Energy's compensation policy for non-employee directors, Ms. Stanek will receive an annual retainer fee of $75,000 and an annual restricted stock award equal to a value of $80,000, with all shares vesting three years from the date of grant. A single annual retainer fee is paid for service on the Boards of Wisconsin Energy, Wisconsin Electric and Wisconsin Gas LLC.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

10 Material Contracts

10.1 Wisconsin Energy Corporation Terms and Conditions Governing Director Restricted Stock Award under the 1993 Omnibus Stock Incentive Plan, amended and restated effective May 5, 2011.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	WISCONSIN ENERGY CORPORATION
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: January 20, 2012	Stephen P. Dickson - Vice President and Controller
	WISCONSIN ELECTRIC POWER COMPANY
	(Registrant)
	/s/ STEPHEN P. DICKSON
Date: January 20, 2012	Stephen P. Dickson - Vice President and Controller

EX-10.1

Exhibit 10.1

WISCONSIN ENERGY CORPORATION

TERMS and CONDITIONS GOVERNING

DIRECTOR RESTRICTED STOCK AWARD

EFFECTIVE JAN. 2012

WHEREAS, the Company believes it to be in the best interests of the Company, its subsidiaries and its stockholders for its directors to increase their stock ownership in the Company in order that they will thus have a greater incentive to direct the Company's affairs in such a way that its shares may become more valuable; and

WHEREAS, the Director serves the Company or one of its subsidiaries as director (“Covered Service”);

NOW, THEREFORE, in consideration of these premises and the services to be performed by the Director, the Company grants this restricted stock award to the Director on the following terms and conditions.

1. DEFINED TERMS

All capitalized terms used in this award and not otherwise defined herein are defined in the Plan.

2. RESTRICTED STOCK GRANT

The Company grants to the Director a restricted stock award for the number shares of common stock of the Company (the “Common Stock”) specified in the notice of grant.

3. VESTING OF GRANT

The restricted stock shall become vested upon the first to occur, if any, of the following events:

(a) The Director's completion of three year(s) of Covered Service following the date of grant.

(b) The Director's Covered Service ceases because of death or disability (which shall mean such illness or injury as renders the Director unable to perform Covered Service).

(b) A Change of Control of the Company, as defined in paragraph 14 of the Plan, while the Director is in Covered Service.

The period of time during which the shares covered by this restricted stock award are forfeitable is referred to as the “Restricted Period.” If the Director's Covered Service terminates during the Restricted Period before the shares have vested in accordance with the provisions of this award, such restricted stock shall be forfeited to the Company on the date of such termination, without any further obligation of the Company to the Director and all rights of the Director with respect to such restricted stock shall terminate; provided that the Committee may, in its discretion, vest the restricted stock upon the Director's termination of Covered Service.

Director Restricted Stock - 1

WISCONSIN ENERGY CORPORATION

TERMS and CONDITIONS GOVERNING

DIRECTOR RESTRICTED STOCK AWARD

EFFECTIVE JAN. 2012

4. RIGHTS DURING RESTRICTED PERIOD; NON-TRANSFERABILITY

During the Restricted Period, the Director shall have the right to vote the restricted stock; however, all cash dividends, stock dividends, stock rights or other securities issued with respect to the restricted stock (collectively, the “Proceeds”) shall be forfeitable and subject to the same restrictions as exist regarding the original shares of restricted stock. All cash dividends paid during the Restricted Period will be used to acquire additional restricted shares. The restricted stock shall be nontransferable during the Restricted Period, except by will or the laws of descent and distribution.

5. CUSTODY

The restricted stock, along with any Proceeds, may be credited to Director in book entry form and shall be held, by the Company or an agent for the Company until the applicable restrictions have expired. If any certificates are issued for shares of restricted stock during the Restricted Period, such certificates shall bear an appropriate legend as determined by the Company referring to the applicable terms, conditions and restrictions and the Director shall deliver a signed, blank stock power to the Company relating thereto.

6. PLAN GOVERNS

Notwithstanding anything in this award, the terms of this award shall be subject to the terms of the Plan, a copy of which may be obtained by the Director from the Secretary of the Company, and this award is subject to all interpretations, amendments, rules and regulations established by the Committee from time to time pursuant to the Plan.

Director Restricted Stock - 2