0000107815-16-000375.txt : 20160729 0000107815-16-000375.hdr.sgml : 20160729 20160729131717 ACCESSION NUMBER: 0000107815-16-000375 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160725 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160729 DATE AS OF CHANGE: 20160729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEC ENERGY GROUP, INC. CENTRAL INDEX KEY: 0000783325 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391391525 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09057 FILM NUMBER: 161793184 BUSINESS ADDRESS: STREET 1: 231 W MICHIGAN ST STREET 2: P O BOX 1331 CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 414-221-2345 MAIL ADDRESS: STREET 1: 231 WEST MICHIGAN STREET STREET 2: P O BOX 1331 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN ENERGY CORP DATE OF NAME CHANGE: 19920703 8-K 1 wecenergygroupform8-k07292.htm WEC ENERGY GROUP FORM 8-K Document


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):

July 25, 2016
____________________


Commission
 
Registrant; State of Incorporation
 
IRS Employer
File Number
 
Address; and Telephone Number
 
Identification No.
 
 
 
 
 
 
 
 
 
 
001-09057
 
WEC ENERGY GROUP, INC.
 
39-1391525
 
 
(A Wisconsin Corporation)
 
 
 
 
231 West Michigan Street
 
 
 
 
P.O. Box 1331
 
 
 
 
Milwaukee, WI 53201
 
 
 
 
(414) 221-2345
 
 
 
 
 
 
 
 
 
 
 
 

The name and address of the 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))







ITEM 5.04  TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

On July 25, 2016, WEC Energy Group, Inc. (“WEC Energy”) received a notice from the plan administrator of the legacy Integrys Energy Group, Inc. 401(k) Plans and Employee Stock Ownership Plans (collectively, the “Plans”) pursuant to Section 101(i)(2)(E) of the Employee Retirement Security Act of 1974 regarding a blackout period (the “Blackout Period”) under the Plans. The Blackout Period is required because the Plans are making certain administrative changes, including changing the trustee and recordkeeper of the Plans.

During the Blackout Period, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in WEC Energy common shares), or obtaining a Plan loan, withdrawal or distribution.

As described more fully in the Notice, the Blackout Period is expected to begin on September 6, 2016 at 4:00 p.m., EST and end during the week of September 25, 2016. During the Blackout Period and for two years after the ending date of the Blackout Period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period, by submitting a request to WEC Energy Group, Inc., 231 West Michigan Street, Milwaukee, Wisconsin 53203, Attn: Lisa George, Director Total Rewards; (414) 221-2345.

On July 28, 2016, WEC Energy sent an appropriate notice to its directors and executive officers (the “Notice”) informing them of the Blackout Period and the restrictions on trading in WEC Energy common shares (including with respect to derivatives) that apply to them during the Blackout Period, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.
 
Exhibit
 
99.1
 
Notice provided to directors and executive officers of WEC Energy Group, Inc. on July 28, 2016
 



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SIGNATURES
 
 
 
 
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.
 
 
 
 
 
 
 
 
WEC ENERGY GROUP, INC.
 
(Registrant)
 
 
 
/s/ William J. Guc
Date: July 29, 2016
William J. Guc -- Vice President and Controller







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EX-99.1 2 wecenergygroupexhibit99107.htm WEC ENERGY GROUP EXHIBIT 99.1 Exhibit
Exhibit 99.1

Notice of Blackout Period to
Directors and Executive Officers of WEC Energy Group, Inc.


As a director or executive officer of WEC Energy Group, Inc. (“WEC Energy”), you are subject to restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934 (“Regulation BTR”). Those restrictions prohibit certain transactions in WEC Energy securities during retirement plan blackout periods.

In September 2016, the legacy Integrys Energy Group 401(k) Plans and Employee Stock Ownership Plans, specifically the Peoples Energy Employee Thrift Plan, Peoples Energy Employee Stock Ownership Plan, Integrys Energy Group 401(k) Plan for Administrative Employees, Integrys Energy Group Employee Stock Ownership Plan, and the Wisconsin Public Service Corporation Non-Administrative Employee Savings Plan & Trust (collectively, the “Plans”), will be changing the trustee and recordkeeper. During this transition, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in WEC Energy common shares), or obtaining a loan, withdrawal, or distribution from the Plans. This transition period is called a “Blackout Period.”

The Blackout Period is expected to begin on September 6, 2016 at 4 p.m. EST, and end during the week of September 25, 2016.

As you know, you are already precluded during this Blackout Period from trading in WEC Energy securities under WEC Energy's insider trading policy, which only permits trades during designated trading windows. The third quarter trading window occurs and will close prior to the start of the Blackout Period; and the fourth quarter trading window opens well after the expected end of the Blackout Period.

Nevertheless, we are required by Sarbanes-Oxley and Regulation BTR to inform you that, during the Blackout Period, you are generally prohibited from directly or indirectly purchasing, selling, or otherwise transferring any equity security (including derivatives) of WEC Energy regardless of whether you participate in any of the Plans.

If you have any questions concerning the Blackout Period, including whether the Blackout Period has begun or ended, please contact Lisa George, Director Total Rewards, by phone at (414) 221-2345, or in writing at 231 West Michigan Street, Milwaukee, Wisconsin 53203.