-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvYqYtnQo8hOyuVIOiQc39HuyMaxxC0FzoDXx4R43TObfwxvZVoT0Lw/AA01TZFO ddyyaNacX8P7bg+SnqjESQ== 0000018808-09-000019.txt : 20090824 0000018808-09-000019.hdr.sgml : 20090824 20090824171423 ACCESSION NUMBER: 0000018808-09-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090824 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090824 DATE AS OF CHANGE: 20090824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL VERMONT PUBLIC SERVICE CORP CENTRAL INDEX KEY: 0000018808 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 030111290 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08222 FILM NUMBER: 091032107 BUSINESS ADDRESS: STREET 1: 77 GROVE ST CITY: RUTLAND STATE: VT ZIP: 05701 BUSINESS PHONE: 802-773-2711 MAIL ADDRESS: STREET 1: 77 GROVE STREET CITY: RUTLAND STATE: VT ZIP: 05701 8-K 1 fm8k081009.htm CURRENT REPORT ON FORM 8-K fm8k081009.htm
 
 

 

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)   August 24, 2009
 
 
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact name of registrant as specified in its charter)

Vermont
(State or other jurisdiction
of incorporation)
1-8222
(Commission
File Number)
03-0111290
(IRS Employer
Identification No.)

77 Grove Street, Rutland, Vermont               05701
(Address of principal executive offices)          (Zip Code)
 
Registrant’s telephone number, including area code (800) 649-2877
 
N/A
(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:
 
¨   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))


 
 

 

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangement of Certain Officers.
 
(a)  On August 24, 2009, Central Vermont Public Service Corporation (the Company) received letters of resignation from Company directors Mary Alice McKenzie and Bruce M. Lisman.  At the time of her resignation, Ms. McKenzie was Chairwoman of the Board of Directors (the "Board”), Chairwoman of the Executive Committee, and served on the Corporate Governance Committee and the Compensation Committee of the Board.  At the time of his resignation, Mr. Lisman was Chairman of the Corporate Governance Committee and also served on the Compensation Committee of the Board.  The Company believes that each of Ms. McKenzie and Mr. Lisman resigned based on disagreements with the Company concerning the strategic direction of the Company, as determined by the Company's Board of Directors, and the process used by the Company’s Board in evaluating such strategic direction.
 
The Board will promptly undertake a process to review the composition and organization of the Board including the identification of two new directors to fill the vacancies created. 
 
Meanwhile, the Board has designated from its members Robert H. Young, the Company’s President and Chief Executive Officer, to serve as the Interim Chairman of the Board. In addition, William R. Sayre, who is a non-employee director, shall serve as the Interim lead director in the Board’s non-management executive sessions and as Interim Chairman of the Executive Committee.  Furthermore, Douglas J. Wacek, who is also a non-employee director, shall serve as Interim Chairman of the Corporate Governance Committee.  They will serve in these leadership positions until the review process is completed, or until the Company’s annual meeting in May of 2010, whichever is earlier.
 
Both Ms. McKenzie and Mr. Lisman have been provided with a copy of this disclosure and have advised the Company that they agree with the statements made in the first paragraph hereof.  Copies of Ms. McKenzie’s and Mr. Lisman’s letters of resignation are attached hereto as Exhibits 17.1 and 17.2, respectively.
 
The Company regrets Ms. McKenzie’s and Mr. Lisman’s decisions to leave the Board.  Throughout their respective terms of service on the Board, the Company has valued their views and their service.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.

Exhibit Number
Description of Exhibit
 
17.1
Letter, dated August 24, 2009, from Mary Alice McKenzie to the President and Corporate Secretary of Central Vermont Public Service Corporation.
 
17.2
Letter, dated August 24, 2009, from Bruce Lisman to the President and Corporate Secretary of Central Vermont Public Service Corporation.





 
 

 

SIGNATURE
 
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.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
   
By
  /s/ Dale A. Rocheleau               
Dale A. Rocheleau
Senior Vice President, General Counsel and Corporate Secretary
 
August 24, 2009
 


 
 

 

EX-17.1 3 ex171081009.htm DIRECTOR LETTER (MAM) ex171081009.htm
 
 

 

 
EXHIBIT 17.1
 
 
                            August 24, 2009
 
 
 
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT  05701
Attention:  President and Corporate Secretary
 
Dear Sir/Madam:
 
I hereby resign as (i) a Director of Central Vermont Public Service Corporation (the "Company"), (ii) Chairwoman of the Board of Directors of the Company, and (iii) a member of the Company's Corporate Governance Committee, Compensation Committee and Executive Committee.  This resignation is effective as of the date hereof.
 
 
   /s/ Mary Alice McKenzie                 
Mary Alice McKenzie
 


 
 

 

EX-17.2 4 ex172081009.htm DIRECTOR LETTER (BML) ex172081009.htm
 
 

 

 
EXHIBIT 17.2
 
Bruce Lisman
 
                             August 24, 2009
 
 
 
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT  05701
Attention:  President and Corporate Secretary
 
Dear Sir/Madam:
 
I hereby resign as (i) a Director of Central Vermont Public Service Corporation (the "Company") and (ii) a member of the Company's Corporate Governance Committee and Compensation Committee.  This resignation is effective as of the date hereof.
 
 
   /s/ Bruce Lisman                 
Bruce Lisman
 



 
 

 

-----END PRIVACY-ENHANCED MESSAGE-----