Summary
Dominion Energy, Inc. (D) filed an 8-K on May 11, 2009, primarily detailing the approval and amendments to its 2005 Incentive Compensation Plan (the "Amended Plan"). This plan, officially approved by shareholders on May 5, 2009, extends the plan's term to after the 2016 Annual Meeting and increases the number of reserved shares for incentive awards from 30 million to 36 million. Key changes include the addition of new performance criteria such as book value, environmental considerations, safety, and reliability, aimed at aligning executive compensation with broader company objectives and ensuring compliance with IRS regulations, including Section 409A. Investors should note the types of awards that can be granted under the Amended Plan, including performance grants, restricted stock, goal-based stock, stock options, and stock appreciation rights (SARs). The plan outlines minimum vesting schedules, prohibits repricing of stock options without shareholder approval, and restricts discounted stock options except in specific M&A scenarios. The amendments are intended to provide flexibility in compensation while maintaining shareholder oversight and regulatory compliance. The Amended Plan also clarifies that forfeited shares can be reissued, but shares used for option exercises or tax withholdings are not.
Key Highlights
- 1Shareholder approval received on May 5, 2009, for the Amended and Restated 2005 Incentive Compensation Plan.
- 2Plan term extended to after the 2016 Annual Meeting.
- 3Total reserved shares for incentive awards increased from 30 million to 36 million.
- 4New performance criteria added, including book value, environmental, safety, and reliability metrics.
- 5Plan amended for compliance with Section 409A of the Internal Revenue Code.
- 6Prohibition on repricing stock options without shareholder approval.
- 7Restriction on discounted stock options, except in merger/acquisition scenarios.