awards8-k.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):
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November
29, 2007
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Commission
File No.
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Exact
Name of Registrant as Specified in its Charter and Principal Office
Address and Telephone Number
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State
of Incorporation
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I.R.S.
Employer Identification Number
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1-16681
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The
Laclede Group, Inc.
720
Olive Street
St.
Louis, MO 63101
314-342-0500
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Missouri
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74-2976504
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1-1822
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Laclede
Gas Company
720
Olive Street
St.
Louis, MO 63101
314-342-0500
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Missouri
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43-0368139
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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:
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[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR
240.14d-2(b))
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[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Equity
Plan Awards
On
November 29, 2007, the Board of The Laclede Group, Inc., (“Company”) approved
awards to certain named executive officers of performance contingent restricted
stock and time vested restricted stock under the Company’s 2006 Equity Incentive
Plan (“Plan”). A copy of the Plan is on file with the SEC as appendix
5 to the Company’s proxy statement filed on December 19, 2005. The
award date is December 5, 2007.
The
performance contingent stock vests upon the attainment of certain earnings
and
dividend growth performance in the performance period ending September 30,
2010,
however the Compensation Committee may exercise negative discretion to reduce
by
up to 50% the amount that vests if the Company’s total shareholder return
relative to a comparator group selected by the Committee is in the bottom
quartile. The awardees are entitled to dividend payments and voting
rights on the target level of shares while the shares remain subject to
restrictions. A change in control will not trigger any accelerated
vesting if the successor or surviving entity assumes the award or replaces
it
with a comparable award that provides for accelerated vesting if the participant
is involuntarily terminated without cause within 24 months of the change in
control. If there is no such assumed or replacement award, shares
will be deemed earned at target on a pro rata basis for the number of months
in
the performance period to the change in control date. If a
participant dies, retires or becomes disabled during the performance period,
the
participant is eligible to earn a pro rata award if one or more of the
performance contingencies is satisfied. No shares are eligible for
vesting, however, if the participant’s employment is terminated with or without
cause or if the participant voluntarily terminates employment prior to the
vesting date. Any shares as to which any or all of the performance
contingency has not been satisfied shall be forfeited. Target
opportunities for performance contingent stock awards approved for the CEO,
CFO
and other named executive officers were 16,500 shares to D.H. Yaeger, 5,000
shares to M. D. Waltermire, 5,000 shares to
M. C. Darrell. No shares were awarded to R. E.
Shively. The target award to K. J. Neises of 10,000 shares has a
performance period ending September 30, 2009, and as a result, is not subject
to
the total shareholder return adjustment described above. His award
also includes different performance metrics relative to the business development
of Laclede Energy Resources and propane business as well as succession
management. The range of vesting opportunities for all participants
is 0-150% of the target level.
The
time
vested restricted stock vests on December 5, 2010. The awardees are
entitled to dividend payments and voting rights while the shares remain subject
to restrictions. If a participant retires due to mandatory retirement
requirements, the participant is entitled to pro rata vesting based upon the
participant’s number of full months as an employee during the vesting
period. Also, if within two years following a change in control a
participant’s employment is terminated by the Company without cause, the
restricted shares will become fully vested. No shares will vest,
however, in the event of the participant’s termination with or without cause ,
voluntary termination, death, disability, or retirement (other than mandatory
retirement) prior to the vesting date. Time vested restricted stock
awards approved for the CEO, CFO and other named executive officers were 5,500
shares to D. H. Yaeger, 1,500 shares to M. D. Waltermire, 1,500 shares to
M. C. Darrell, and no shares to K J. Neises or R. E.
Shively.
Under
the
Company’s stock ownership guidelines, the named executive officers must retain
all restricted stock for three years after its vesting.
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Annual
Incentive Plan Awards
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That
same
date the Board approved the Compensation Committee’s recommendations for the
corporate performance criteria that will be used to determine the amount of
the
awards for performance in fiscal year 2008 under the Annual Incentive
Plan. The Corporate Performance Goals are based on pre-determined
levels of earnings per share, customer satisfaction ranking among peer companies
derived from an annual gas residential customer satisfaction survey by an
independent third party, and the aggregate attainment level of all participants’
individual objectives. Participants are eligible to earn a cash award
expressed as a percentage of the participant’s annual base salary at the start
of the performance period. Contingent upon performance, actual payout
percentages of the named executive officers included in the company’s most
recent proxy statement filed by the Company range from 0-100% for
D. H. Yaeger, 0-75% for K. J. Neises, and 0-60% for M. D. Waltermire
and M. C. Darrell. Neither Mr. Cooper, who resigned October 1, 2007,
nor Mr. Shively, who is now full-time employee at the Company’s subsidiary
SM&P Utility Resources, Inc., is a participant in the plan in fiscal year
2008.
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.
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THE
LACLEDE GROUP, INC.
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Date: December
4, 2007
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By:
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/s/
D. H. Yaeger
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D.
H. Yaeger
Chairman,
President, and
Chief
Executive Officer
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LACLEDE
GAS COMPANY
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Date: December
4, 2007
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By:
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/s/
D. H. Yaeger
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D.
H. Yaeger
Chairman,
President, and
Chief
Executive Officer
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