8-KLeadership ChangesExhibits & Filings

EVERSOURCE ENERGY 8-K Report, Executive Changes (May 11, 2007)

Filed May 11, 2007For Securities:ES

Summary

Eversource Energy (formerly Northeast Utilities) announced via an 8-K filing on May 11, 2007, that its shareholders approved the amended and restated Northeast Utilities Incentive Plan at the Annual Meeting held on May 8, 2007. This plan is designed to provide incentives to officers and employees and is structured to comply with Section 162(m) of the Internal Revenue Code, ensuring that performance-based compensation can be tax-deductible for the company. The plan authorizes the issuance of up to 4,500,000 shares of common stock over a ten-year period. The key changes from the previous plan include the elimination of the "evergreen" feature, which previously allowed for an annual automatic increase in shares available for grants, and the removal of the option repricing feature without shareholder approval. Additionally, the amended plan introduces minimum vesting periods for awards, aiming to align employee incentives with long-term company performance and shareholder value.

Key Highlights

  • 1Shareholder approval of the amended and restated Northeast Utilities Incentive Plan on May 8, 2007.
  • 2The plan authorizes the issuance of up to 4.5 million common shares over a 10-year period.
  • 3The plan is designed to comply with IRS Section 162(m) for tax-deductible performance-based compensation.
  • 4Elimination of the previous plan's 'evergreen' feature, which automatically replenished the share pool annually.
  • 5Removal of the option repricing feature without requiring subsequent shareholder approval.
  • 6Introduction of minimum vesting rules: 3 years for restricted shares/units and 1 year for options, with standard exceptions.

Frequently Asked Questions

The main purpose was for shareholders to vote on and approve the amended and restated Northeast Utilities Incentive Plan. This plan is designed to provide incentives to employees and officers and to comply with tax regulations concerning performance-based compensation.

The material amendments include eliminating the 'evergreen' feature that allowed for an automatic annual increase in shares, removing the option repricing feature (unless approved by shareholders), and establishing minimum vesting periods for equity awards.

The amended plan provides for the issuance of up to 4,500,000 shares of Northeast Utilities common stock over a ten-year period.

Complying with Section 162(m) is important because it allows Northeast Utilities to deduct performance-based compensation expenses from its taxable income, which can be a significant financial benefit for the company.