Business Context and Reporting Period
This Form 8-K filing by Black Hills Corporation was submitted on November 15, 2016. The report discloses the execution of new Change in Control Agreements with the company's senior executive officers, replacing prior agreements that expired on the same date.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data.
Material Changes
The primary material change is the renewal of Change in Control Agreements for six senior executive officers. The new agreements establish a three-year term expiring on November 15, 2019, and are substantially similar to the prior agreements except for the term extension.
Management Commentary and Compensation Details
- Executives Involved: David R. Emery (Chairman and CEO), Linden R. Evans, Richard W. Kinzley, Brian G. Iverson, Robert A. Myers, and Scott A. Buchholz.
- CEO Compensation: David R. Emery's agreement provides for a payment equal to 2.99 times his base salary plus annual incentive target in the event of a Change in Control.
- Other Executives Compensation: The remaining senior officers are entitled to a payment equal to two (2) times their base salary plus annual incentive target in the event of a Change in Control.
- Exhibits: The specific agreements are attached as Exhibit 10.1 (CEO) and Exhibit 10.2 (Other Officers).
Investor Verification Checklist
- Verify the specific definitions of "Change in Control" within the attached Exhibits 10.1 and 10.2.
- Confirm the current base salary and annual incentive targets for the named executives to calculate potential payout values.
- Review the full text of the agreements to identify any other benefits or conditions not summarized in this 8-K.