-----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, OkcASyyW8i6eK1d977FlP6utV3mMfK0VMyaC1XkEMFAZT+l8OZ8lVFyC5xsaIxh2 LXISBByWe3p+ARexP5MgTA== 0001193125-10-031944.txt : 20100216 0001193125-10-031944.hdr.sgml : 20100215 20100216124252 ACCESSION NUMBER: 0001193125-10-031944 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100210 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: 20100216 DATE AS OF CHANGE: 20100216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE POWER & LIGHT CO CENTRAL INDEX KEY: 0000052485 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 420331370 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04117 FILM NUMBER: 10604353 BUSINESS ADDRESS: STREET 1: 200 FIRST ST SE STREET 2: ALLIANT ENERGY TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193984411 MAIL ADDRESS: STREET 1: 200 FIRST ST SE STREET 2: ALLIANT ENERGY TOWER CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 FORMER COMPANY: FORMER CONFORMED NAME: IES UTILITIES INC DATE OF NAME CHANGE: 20020103 FORMER COMPANY: FORMER CONFORMED NAME: IES UTILITIES INC DATE OF NAME CHANGE: 19940107 FORMER COMPANY: FORMER CONFORMED NAME: IOWA ELECTRIC LIGHT & POWER CO DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN POWER & LIGHT CO CENTRAL INDEX KEY: 0000107832 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 390714890 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00337 FILM NUMBER: 10604352 BUSINESS ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: SUITE 1000 CITY: MADISON STATE: WI ZIP: 53718-2148 BUSINESS PHONE: 608-458-3311 MAIL ADDRESS: STREET 1: 4902 N BILTMORE LANE STREET 2: SUITE 1000 CITY: MADISON STATE: WI ZIP: 53718-2148 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANT ENERGY CORP CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09894 FILM NUMBER: 10604351 BUSINESS ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: SUITE 1000 CITY: MADISON STATE: WI ZIP: 53718-2148 BUSINESS PHONE: 608-458-3311 MAIL ADDRESS: STREET 1: 4902 NORTH BILTMORE LANE STREET 2: SUITE 1000 CITY: MADISON STATE: WI ZIP: 53718-2148 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE ENERGY CORP DATE OF NAME CHANGE: 19980427 FORMER COMPANY: FORMER CONFORMED NAME: WPL HOLDINGS INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 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 of 1934

 

 

Date of Report (Date of earliest event reported): February 10, 2010

 

Commission

File Number

  

Name of Registrant, State of Incorporation, Address of

Principal Executive Offices and Telephone Number

  

IRS Employer

Identification Number

1-9894   

Alliant Energy Corporation

(a Wisconsin corporation)

4902 N. Biltmore Lane

Madison, Wisconsin 53718

Telephone (608) 458-3311

   39-1380265
0-4117-1   

Interstate Power and Light Company

(an Iowa corporation)

Alliant Energy Tower

Cedar’ Rapids, Iowa 52401

Telephone (319) 786-4411

   42-0331370
0-337   

Wisconsin Power and Light Company

(a Wisconsin corporation)

4902 N. Biltmore Lane

Madison, Wisconsin 53718

Telephone (608) 458-3311

   39-0714890

This combined Form 8-K is separately filed by Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company.

 

 

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; Compensatory Arrangements of Certain Officers.

(e) On February 10, 2010, the Compensation and Personnel Committee (the “Committee”) of the Board of Directors (the “Board”) of Alliant Energy Corporation (“Alliant Energy”), Interstate Power and Light Company (“IP&L”) and Wisconsin Power and Light Company (“WP&L,” and together with Alliant Energy and IP&L, the “Company”) approved the 2010 Management Incentive Compensation Plan (the “MICP”), which is an annual cash bonus plan. Under the MICP, the Company’s named executive officers and Patricia L. Kampling, the Chief Financial Officer, but excluding Eliot G. Protsch, who retired in January 2010 (the “named executive officers”), will be eligible, upon attaining certain corporate and individual performance goals, to receive a cash bonus with a target amount equal to a stated percentage of annual base salary and a maximum possible amount of two times the target amount. In general, the eligible bonus under the MICP will be based on achieving certain financial performance goals and execution goals.

The individual financial performance goals for William D. Harvey, the Chief Executive Officer, and Ms. Kampling include achieving consolidated Alliant Energy earnings per share from continuing operations of $2.60, which is the midpoint of consolidated Alliant Energy earnings per share from continuing operations guidance provided in Alliant Energy’s earnings release dated February 4, 2010 (the “Earnings Release”). The individual financial performance goals for all of the named executive officers (Mr. Harvey, Ms. Kampling, Barbara J. Swan, Chief Administrative Officer, Thomas L. Aller, Senior Vice President and Dundeana K. Doyle, Senior Vice President) include achieving utility earnings per share from continuing operations of $2.45, the midpoint of the guidance of utility earnings per share provided in the Earnings Release. All named executive officers’ individual financial goals also include achieving cash flows from operations at IP&L, WP&L and Alliant Energy Corporate Services, Inc. (“Servco”) of $625 million, excluding changes from sales of customer receivables, tax-effected pension contributions and net collateral received by or paid by IP&L, WP&L and Servco, if applicable. In addition to these goals, Mr. Harvey has an individual financial goal related to the non-regulated subsidiary RMT, Inc. and Mr. Aller has an individual financial goal regarding certain non-regulated operations. The individual financial performance goals are weighted at 60% for each of the named executive officers in determining the annual bonus.

The individual execution goals for all named executive officers include meeting certain customer satisfaction, diversity and safety benchmarks. Mr. Harvey has goals related to succession planning and strategic planning. Ms. Kampling, Mr. Aller and Ms. Doyle also have strategic planning goals. Ms. Kampling, Ms. Swan and Mr. Aller have goals related to the rate cases expected to be filed by IP&L and WP&L in 2010. Ms. Kampling and Ms. Swan have goals related to efficiency improvements. Ms. Swan has a goal of advocating for achievement of manageable governmental outcomes. Mr. Aller has goals related to achieving milestones regarding wind projects and clean air compliance program projects. Ms. Doyle has goals to achieve milestones regarding our advanced metering infrastructure plan, cost control targets, reliability targets, and other operational benchmarks. The individual execution goals are weighted at 40% for all of the named executive officers.

 

2


Under the MICP, the Company’s named executive officers will be eligible to receive a cash bonus with a target amount equal to a stated percentage of annual base salary and a maximum possible bonus of two times their target bonus. The Committee set the target cash bonus levels at its February 10, 2010 meeting as follows: William D. Harvey, 95% (or $831,250); Patricia L. Kampling, 65% (or $250,575); Barbara J. Swan, 60% (or $281,700); Thomas L. Aller, 45% (or $126,900); and Dundeana K. Doyle, 45% (or $126,630).

A summary of the MICP is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

  (d) Exhibits. The following exhibit is being filed herewith:

(10.1) 2010 Management Incentive Compensation Plan Summary

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Alliant Energy Corporation, Interstate Power and Light Company and Wisconsin Power and Light Company have each duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ALLIANT ENERGY CORPORATION
Date: February 15, 2010   By:  

/s/ Wayne A. Reschke

    Wayne A. Reschke
    Vice President-Human Resources
  INTERSTATE POWER AND LIGHT COMPANY
Date: February 15, 2010   By:  

/s/ Wayne A. Reschke

    Wayne A. Reschke
    Vice President-Human Resources
  WISCONSIN POWER AND LIGHT COMPANY
Date: February 15, 2010   By:  

/s/ Wayne A. Reschke

    Wayne A. Reschke
    Vice President-Human Resources

 

4


EXHIBIT INDEX

 

Exhibit No.

  

Description

10.1    2010 Management Incentive Compensation Plan Summary

 

5

EX-10.1 2 dex101.htm 2010 MANAGEMENT INCENTIVE COMPENSATION PLAN SUMMARY 2010 Management Incentive Compensation Plan Summary

Exhibit 10.1

2010 MANAGEMENT INCENTIVE COMPENSATION PLAN SUMMARY

Alliant Energy Corporation (the “Company”) maintains the Management Incentive Compensation Plan (MICP), which provides eligible employees with a cash bonus if corporate and individual goals are met. The following is a summary of the material terms of the MICP applicable to named executive officers of the Company for 2010.

Alliant Energy Corporate Performance: The tables below outline the 2010 goals against which corporate performance will be measured and the funding associated with each level of achievement. An MICP incentive pool is established based on achievement of these corporate performance measures.

2010 CORPORATE PERFORMANCE MEASURES

For Purposes of Determining the Short-Term Incentive Pool

Financial Corporate Performance Measures

 

Earnings Per Share (EPS) (1)

  

Cash Flow (2)

Level

  

Funding

    
Maximum ($2.81)    150%   
Target ($2.45)    100%    Target ($625 Million)
Threshold (3) ($2.20)    20%   

Weighting of EPS in

final Corporate Performance

       

Weighting of Cash Flow in

final Corporate Performance

60%    10%

 

(1) Earnings per share (EPS) amounts used for purposes of determining short-term incentive pool will be based on utility earnings from continuing operations only, as adjusted by items excluded from our guidance as provided in our earnings release dated February 4, 2010.
(2) Cash flow amount used for purposes of determining short-term incentive pool funding will be based on utility and Alliant Energy Corporate Services, Inc. (SERVCO) cash flows from operations only. Calculation of the cash flow amount will exclude changes from sales of customer receivables, tax-effected pension contributions and net collateral received by or paid by the utilities and SERVCO.
(3) If the Threshold EPS level, which is 90% of the mid-point of utilities earnings per share guidance issued on February 4, 2010, is not met, there will be no payout for the 2010 plan year.

 

1


Other Corporate Performance Measures

 

Diversity (1)

  

Safety

  

Customer Satisfaction

Diverse population target      
Women in non-traditional jobs      
Spending targets to minority- and women-owned businesses   

Reduce OSHA reportable

incidents

by a specified amount

  

Achieve specified customer

satisfaction benchmark

Weighting of Diversity in

final Corporate Performance

  

Weighting of Safety in

final Corporate Performance

  

Weighting of Customer

Satisfaction

in final Corporate Performance

5%    10%    15%

 

(1) Diversity goal will be met, and 5% of incentive pool will fund, if two of the three diversity metrics are met.

MICP Incentive Pool: The short-term incentive pool varies from 0% to 150% of the total target incentives. If threshold EPS is not met, the pool will not fund. If the pool is not funded, no incentive payments will be made regardless of achievement of the other corporate goals or individual goals. If threshold EPS is met, the pool will be funded based on the final EPS results, which provides the funding level, and the achievement of the other goals. Each goal that is met will cause funding of the pool based on that goal’s weighting. The total incentive pool will be multiplied by the funding level determined by EPS results.

MICP Target Incentives: If the incentive pool is funded, achievement of the target level goals and objectives may result in a payout of 100% of the incentive opportunity. However, a participant’s final award may range anywhere from 0 to 200% of that target based on an individual’s achievement of individual performance goals. Incentive opportunity is expressed as a percentage of eligible earnings for the plan year.

Individual Performance Goals: If the incentive pool is funded, a participant’s final award will be based on achievement of individual performance goals. For 2010, there are individual financial and execution goals for the CEO and other executive officers. Individual financial goals are weighted at 60%. The 2010 annual financial goals are to achieve Alliant Energy Corporation consolidated EPS from continuation operations of $2.60 for the CEO and CFO, and Utility EPS from continuing operations of $2.45 for all the named executive officers. All officers have a target to achieve cash flows from continuing operations of $625 million at utilities and SERVCO, excluding changes in sales of customer receivables, tax-effected pension contributions and net collateral held by or paid by the utilities and SERVCO, if applicable. The CEO has a financial goal related to RMT, Inc. Mr. Aller has a financial goal related to certain non-regulated operations. Execution goals weighted at 40% include various accomplishments for customer satisfaction; diversity; safety; the WP&L and IP&L future rate cases; utility

 

2


wind projects; utility advanced metering infrastructure projects; utility reliability standards; operational achievements; clean air compliance plan; environmental; strategic planning; succession planning; advocating to achieve manageable governmental outcomes; and cost control and other efficiency goals. These individual execution goals are weighted at 40%

Claw-back provision: The Company will seek reimbursement of excess incentive awards paid to executive officers under the MICP if the Company’s financial statements are the subject of a restatement due to gross negligence, intentional misconduct or fraud. This provision applies to incentive payments made within 12 months of the restatement.

 

3

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