0000092416-16-000096.txt : 20161118 0000092416-16-000096.hdr.sgml : 20161118 20161118170359 ACCESSION NUMBER: 0000092416-16-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161115 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST GAS CORP CENTRAL INDEX KEY: 0000092416 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 880085720 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07850 FILM NUMBER: 162008454 BUSINESS ADDRESS: STREET 1: 5241 SPRING MOUNTAIN RD STREET 2: PO BOX 98510 CITY: LAS VEGAS STATE: NV ZIP: 89193-8510 BUSINESS PHONE: 7028767237 MAIL ADDRESS: STREET 1: 5241 SPRING MOUNTAIN RD STREET 2: PO BOX 98510 CITY: LAS VEGAS STATE: NV ZIP: 89193-8510 8-K 1 form8-k111816.htm CURRENT REPORT ON 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) November 15, 2016


SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)


California
1-7850
88‑0085720
(State or other jurisdiction of
(Commission
(I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)
     
5241 Spring Mountain Road
    
Post Office Box 98510
    
Las Vegas, Nevada
  
89193-8510
(Address of principal executive offices)
  
(Zip Code)


Registrant's telephone number, including area code: (702) 876‑7237

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.

On November 15, 2015, the Board of Directors (“Board”) of Southwest Gas Corporation (“Company”) approved additional compensation opportunities for certain named executive officers (“NEOs”).  As discussed in the Company’s 2016 Compensation Discussion and Analysis, total direct compensation of certain NEOs during 2015 was at or near the bottom end of the peer group median range targeted by the Board’s Compensation Committee.  The Compensation Committee recommended additional compensation opportunities in recognition of performance by the NEOs and the Company over the last twelve months and to address a shortfall in compensation relative to the targeted range.  John P. Hester, President and Chief Executive Officer, Roy R. Centrella, Senior Vice President/Chief Financial Officer, and Karen S. Haller, Senior Vice President/General Counsel and Corporate Secretary, received additional compensation opportunities equal to $500,000, $250,000, and $250,000, respectively.  Half of each respective additional compensation opportunity is payable immediately in cash, and the other half will be delivered in the form of restricted stock units (“RSUs”) pursuant to the Company’s Restricted Stock/Unit Plan.  Each NEO’s RSUs will vest on December 31, 2017, subject to such NEO’s continued employment with the Company.  Compensation for the NEOs will be discussed in detail in the Compensation Discussion and Analysis contained in the forthcoming proxy statement prepared in connection with the Company’s 2017 annual meeting of shareholders.



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.



 
SOUTHWEST GAS CORPORATION
   
   
   
Date: November 18, 2016
  
 
/s/ GREGORY J. PETERSON
 
Gregory J. Peterson
 
Vice President/Controller and
 
Chief Accounting Officer