Business Context and Reporting Period
This Form 8-K Current Report was filed by Black Hills Corporation on June 4, 2008, covering events occurring on June 1, 2008. The filing addresses corporate governance matters specifically related to executive compensation arrangements.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The primary material change reported is the execution of new Change in Control Agreements with six Senior Executive Officers, replacing agreements dated June 30, 2005, which expired on June 1, 2008. The new agreements are effective through June 1, 2011.
- David R. Emery (Chairman, President, and CEO): Entitled to a payment equal to 2.99 times his base salary plus annual incentive target upon a Change in Control.
- Other Senior Executives (Thomas M. Ohlmacher, Linden R. Evans, Steven J. Helmers, Maurice T. Klefeker, James M. Mattern): Entitled to a payment equal to 2 times their base salary plus annual incentive target upon a Change in Control.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding operational performance. The document notes that specific benefits and the definition of a "Change in Control" are detailed in the attached agreements (Exhibits 10.1 and 10.2). No specific risks or contingencies beyond the standard terms of the compensation agreements are disclosed in this text.
Investor Verification Checklist
- Verify the specific definition of "Change in Control" in Exhibits 10.1 and 10.2 to understand the triggering events for the severance payments.
- Confirm the current base salary and annual incentive targets for the named executives to calculate potential payout liabilities.
- Review the full text of the attached agreements for any additional benefits or conditions not summarized in the 8-K.