8-KMaterial AgreementsExhibits & Filings

XCEL ENERGY INC 8-K Report, Material Agreement (Dec 19, 2005)

Filed December 19, 2005For Securities:XELXELLL

Summary

Xcel Energy Inc. (XEL) filed an 8-K on December 19, 2005, detailing executive compensation decisions made on December 13-14, 2005. The Governance, Compensation & Nominating Committee established base salaries, annual bonus targets, and long-term incentive awards for 2006. Notably, CEO Richard C. Kelly's salary increased by 14% due to his assumption of the Chairman of the Board role. Executive compensation is tied to performance metrics, including corporate financial and operational goals, as well as business unit objectives.

Key Highlights

  • 1Executive salaries, annual bonus targets, and long-term compensation targets for 2006 were set by the Xcel Energy Board's Compensation Committee.
  • 2CEO Richard C. Kelly received a 14% salary increase, reflecting his new role as Chairman of the Board.
  • 3Annual bonus payouts are contingent on achieving specified corporate financial and operational goals, as well as business unit objectives, with potential payouts ranging from 0% to 200% of target.
  • 4Long-term incentive grants for 2006 are split between performance-based restricted stock units (75% tied to EPS growth and dividend stability, 25% to environmental performance) and performance shares (tied to Total Shareholder Return against a peer group).
  • 5The Supplemental Executive Retirement Plan was amended to comply with new federal deferred compensation regulations (American Jobs Creation Act of 2004 and Internal Revenue Code Section 409A).
  • 6Two additional executive officers were added as participants to the Supplemental Executive Retirement Plan.
  • 7Richard C. Kelly was officially elected Chairman of the Board, replacing the retiring Wayne H. Brunetti.

Frequently Asked Questions

This 8-K filing announces material definitive agreements and other corporate actions, primarily detailing the establishment of executive compensation for 2006, including salaries, annual bonus targets, and long-term incentive awards, as well as amendments to the Supplemental Executive Retirement Plan.

Executive compensation is structured with base salaries, annual incentive awards tied to corporate and business unit performance (with potential payouts from 0% to 200% of target), and long-term incentive grants. The long-term grants are split between performance-based restricted stock units (linked to EPS growth, dividend stability, and environmental performance) and performance shares (linked to Total Shareholder Return).

Yes, Richard C. Kelly, previously CEO, was elected Chairman of the Board. The filing also notes that Wayne H. Brunetti retired from his position as Chairman on December 15, 2005.

The Supplemental Executive Retirement Plan was amended to ensure compliance with deferred compensation requirements mandated by the American Jobs Creation Act of 2004 and Section 409A of the Internal Revenue Code of 1986. These amendments clarified the benefit formula and restricted payment timing and forms.