8-KLeadership ChangesShareholder MattersExhibits & Filings

ENTERGY CORP /DE/ 8-K Report, Executive Changes (May 11, 2011)

Filed May 11, 2011For Securities:ETR

Summary

Entergy Corporation filed an 8-K on May 11, 2011, reporting on key outcomes from its Annual Meeting of Shareholders held on May 6, 2011. The most significant development for investors is the shareholder approval of the 2011 Equity Ownership and Long Term Cash Incentive Plan. This plan governs the equity-based compensation for directors, officers, and employees, authorizing up to 5,500,000 shares in various forms such as stock options, restricted stock, and performance units. The approved plan incorporates enhanced provisions for investor protection, including a "double trigger" for accelerated vesting upon a change in control, minimum vesting periods of three years for service-based awards and one year for performance-based awards, and a mandatory clawback policy. Furthermore, it requires shareholder approval for repricing underwater stock options or SARs and mandates that the exercise price for new grants will not be less than the fair market value of the common stock on the grant date. The filing also details the voting results for the election of directors, ratification of independent auditors, advisory votes on executive compensation (including frequency), and the aforementioned incentive plan.

Key Highlights

  • 1Shareholders approved the 2011 Equity Ownership and Long Term Cash Incentive Plan, authorizing up to 5.5 million shares for executive and employee compensation.
  • 2The new incentive plan includes a "double trigger" for accelerated vesting upon change in control, enhancing shareholder protection.
  • 3Minimum vesting periods are established: three years for service-based awards and one year for performance-based awards, with limited exceptions.
  • 4All awards under the plan are subject to Entergy's board-adopted "clawback" policy.
  • 5Repricing of underwater stock options or stock appreciation rights requires prior shareholder approval.
  • 6All newly granted stock options and SARs must have an exercise price equal to or greater than the fair market value on the grant date.
  • 7All eleven nominated directors were elected by shareholders.

Frequently Asked Questions

The primary purpose of the plan is to provide equity-based compensation to Entergy's directors, officers, and other employees. This is intended to align their interests with those of shareholders and incentivize long-term performance and value creation through various forms of equity awards like stock options, restricted stock, and performance units.

The plan includes several investor-friendly features: a 'double trigger' for accelerated vesting upon a change in control (requiring both a change in control and a termination of employment), minimum vesting periods for awards, a mandatory clawback policy for awards, and a requirement for shareholder approval to reprice underwater stock options or SARs. Additionally, new options and SARs will be granted at or above fair market value.

Entergy's shareholders voted in favor of the advisory resolution on executive compensation. More importantly, in an advisory vote on the frequency of future 'Say on Pay' votes, shareholders overwhelmingly favored holding these advisory votes annually, and Entergy has indicated its intention to do so.

No, there were no departures or new appointments mentioned regarding directors. The filing indicates that all eleven nominated directors were successfully elected by shareholders to serve until the next annual meeting.