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): April 29, 2015
|
Commission File Number |
Registrant; State of Incorporation; Address and Telephone Number |
IRS Employer Identification No. |
| 1-11459 |
PPL Corporation (Exact name of Registrant as specified in its charter) (Pennsylvania) Two North Ninth Street Allentown, PA 18101-1179 (610) 774-5151 |
23-2758192 |
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)) |
Section 5 - Corporate Governance and Management
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
On April 29, 2015, PPL Corporation ("PPL") received notice from the plan administrator of the PPL Employee Stock Ownership Plan (the "ESOP") that the ESOP will be in a blackout period that will begin at 4:00 p.m. Eastern time on May 29, 2015 and is scheduled to end at 4:00 p.m. Eastern time on June 19, 2015.
On April 29, 2015, PPL sent a notice of the blackout period to the members of its Board of Directors and its executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934. The form of notice to directors and executive officers is attached as Exhibit 99.1 hereto.
During the blackout period and for a period of two years after the ending date of the blackout period, a participant in the ESOP, a security holder of PPL or other interested persons may obtain information regarding the actual ending date of the blackout period. To obtain such information, without charge, and for all other inquiries regarding the blackout period, PPL may be contacted at: PPL Corporation, Two North Ninth Street, Allentown, PA 18101-1179; Attention: Investor Services (toll-free telephone: 1-800-345-3085).
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |||
| 99.1 - | Form of Notice, dated April 29, 2015, to directors and executive officers of PPL 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.
| PPL CORPORATION | |||
| By: | /s/ Stephen K. Breininger | ||
|
Stephen K. Breininger Vice President and Controller |
|||
Dated: April 29, 2015
Exhibit 99.1
| Robert J. Grey | PPL Corporation | |||
| Executive Vice President, | Two North Ninth Street | |||
| General Counsel and Secretary | Allentown, PA 18101-1179 | |||
| Tel. 610.774.5587 Fax 610.774.4455 | Tel. 610.774.5151 | |||
| rjgrey@pplweb.com | www.pplweb.com |
April 29, 2015
Members of the Board of Directors and Executive Officers
Re: Notice of ESOP Blackout Period
Dear Board Members and Executive Officers:
On April 29, 2015, PPL Corporation (“PPL”) received notice from the plan administrator of the PPL Employee Stock Ownership Plan (the “ESOP”) that the ESOP will be in a blackout period that will begin at 4:00 p.m. Eastern time on May 29, 2015 and is scheduled to end at 4:00 p.m. Eastern time on June 19, 2015, immediately following the pro rata distribution (“Distribution”) to PPL shareowners of the shares of Talen Energy Corporation (the “Talen Energy”). The blackout period is required to enable Fidelity Investments, the provider of trustee and recordkeeping services to the ESOP, to orderly dispose of the shares of Talen Energy common stock distributed with respect to shares of PPL common stock held by the ESOP and to reinvest the proceeds of such dispositions in shares of PPL common stock to be credited to the accounts of ESOP participants. During the blackout period, ESOP participants will not be able to request withdrawals, distributions or diversification exchanges with respect to the portion of their ESOP accounts that will initially be credited with shares of Talen Energy common stock.
Under applicable SEC rules, we are required to notify you that, during the blackout period, you generally will be restricted from making purchases and sales of PPL common stock. Please note that the trading restriction during the blackout period will not apply to certain transactions, including acquisitions of stock units under the Directors Deferred Compensation Plan and dividend reinvestments under PPL’s Dividend Reinvestment Plan. In addition, beginning as of the date of this letter, you will be precluded from entering into any 10b5-1 plans related to trading in shares of PPL common stock through termination of the blackout period. Upon termination of the blackout period, all such restrictions will be lifted and you will be permitted to conduct other transactions in PPL common stock, subject to PPL’s insider trading policy.
If you have any questions concerning the foregoing, please do not hesitate to contact me.
| Sincerely, | |
| /s/ Robert J. Grey | |
| Robert J. Grey |