8-K 1 f8k2012q1earnings.htm f8k2012q1earnings.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):  May 1, 2012
  
   
 
 
Commission
File Number
  
 
Exact Name of Registrant as Specified in its Charter, State of Incorporation,
Address of Principal Executive Offices and
Telephone Number
  
 
I.R.S. Employer
Identification
No.
         
         
001-32206
  
GREAT PLAINS ENERGY INCORPORATED
  
43-1916803
   
(A Missouri Corporation)
    
   
1200 Main Street
    
   
Kansas City, Missouri  64105
    
   
(816) 556-2200
    
         
   
NOT APPLICABLE
    
(Former name or former address,
if changed since last report)
         
         
000-51873
  
KANSAS CITY POWER & LIGHT COMPANY
  
44-0308720
   
(A Missouri Corporation)
    
   
1200 Main Street
    
   
Kansas City, Missouri  64105
    
   
(816) 556-2200
    
         
   
NOT APPLICABLE
    
   
(Former name or former address,
if changed since last report)
    

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]
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))

 
 

 
This combined Current Report on Form 8-K is being furnished by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L).  KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations. Thus, all information contained in this report relates to, and is filed or furnished by, Great Plains Energy.  Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy’s other operations, businesses and subsidiaries, including KCP&L Greater Missouri Operations Company (GMO), does not relate to, and is not filed or furnished by, KCP&L.  KCP&L makes no representation as to that information. Neither Great Plains Energy nor GMO has any obligation in respect of KCP&L’s debt securities and holders of such securities should not consider Great Plains Energy’s or GMO’s financial resources or results of operations in making a decision with respect to KCP&L’s debt securities. Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy or GMO.

Item 2.02
Results of Operations and Financial Condition

On May 3, 2012, Great Plains Energy issued a press release announcing its results for the quarter ended March 31, 2012. A copy of the press release is attached as Exhibit 99.1.

The press release contains information regarding KCP&L. Accordingly, information in the press release relating to KCP&L is also being furnished on behalf of KCP&L.

The information under this Item 2.02 and in Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that section. The information under this Item 2.02 and Exhibit 99.1 hereto shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise expressly indicated in such registration statement or other document.
 
Item 5.07
Submission of Matters to a Vote of Security Holders

Great Plains Energy
Great Plains Energy’s annual meeting of shareholders was held on May 1, 2012. In accordance with the recommendations of the Board, the shareholders (i) elected ten directors, (ii) approved an advisory resolution approving the 2011 executive compensation of the named executive officers, as disclosed in Great Plains Energy’s 2012 proxy statement, and (iii) ratified the appointment of Deloitte & Touche LLP as independent registered public accountants for 2012.  The proposals voted upon at the annual meeting, as well as the voting results for each proposal are set forth below. 
 
Proposal 1:   Election of the Company’s ten nominees as directors
The ten persons named below were elected, as proposed in the proxy statement, to serve as directors until Great Plains Energy’s annual meeting in 2012, and until their successors are elected and qualified.  The voting regarding the election was as follows:

Nominee
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
Terry Bassham
  
99,797,115
  
2,328,749
  
22,247,035
David L. Bodde
  
95,287,677
  
6,838,187
  
22,247,035
Michael J. Chesser
  
94,556,492
  
7,569,372
  
22,247,035
Randall C. Ferguson, Jr.
  
99,869,478
  
2,256,386
  
22,247,035
Gary D. Forsee
  
95,190,754
  
6,935,110
  
22,247,035
             
 
 
 
 
 
 
 
             
Thomas D. Hyde
  
99,984,768
  
2,141,096
  
22,247,035
James A. Mitchell
  
96,112,806
  
6,013,058
  
22,247,035
John J. Sherman
  
95,724,477
  
6,401,387
  
22,247,035
Linda H. Talbott
  
95,522,450
  
6,603,414
  
22,247,035
Robert H. West
  
95,005,214
  
7,120,650
  
22,247,035

No votes were cast against the nominees due to cumulative voting.

Proposal 2:      Advisory Vote on Executive Compensation
Great Plains Energy submitted a resolution for its shareholders to approve, on an advisory basis, the compensation of the named executive officers disclosed in its proxy statement, including the “Compensation Discussion and Analysis” section, the compensation tables and any related materials disclosed in its proxy statement.  The voting regarding this resolution was as follows:

Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
87,934,700
  
9,224,535
  
4,966,629
  
22,247,035

Proposal 3:      Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for 2012
Great Plains Energy submitted a proposal for its shareholders to ratify the Audit Committee’s appointment of Deloitte & Touche as its independent public accountants for 2012. The voting regarding this proposal was as follows:
 
Votes For
  
Votes Against
  
Abstentions
121,766,387
  
2,065,013
  
541,499

KCP&L
Information regarding the election of KCP&L directors is omitted in reliance on Instruction 5 to Item 5.07 of Form 8-K.


Item 9.01
Financial Statements and Exhibits
   
(d) Exhibits
 
  
Exhibit No.
Description
 
99.1
Press release issued by Great Plains Energy Incorporated on May 3, 2012.
 


 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


 
GREAT PLAINS ENERGY INCORPORATED
   
   
   
 
/s/ Kevin E. Bryant
 
Kevin E. Bryant
 
Vice President – Investor Relations and Treasurer

 
KANSAS CITY POWER & LIGHT COMPANY
   
   
   
 
/s/ Kevin E. Bryant
 
Kevin E. Bryant
 
Vice President – Investor Relations and Treasurer


Date: May 3, 2012

Exhibit Index
   
Exhibit No.
Description
   
99.1
Press release issued by Great Plains Energy Incorporated May 3, 2012.