Business Context and Reporting Period
This Form 8-K filing by Black Hills Corporation reports on events occurring on November 15, 2013. The filing focuses exclusively on corporate governance and executive compensation matters, specifically the renewal of Change in Control Agreements for senior leadership.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is a current report regarding executive agreements and does not contain financial performance data.
Material Changes
The primary material change reported is the execution of new Change in Control Agreements with six senior executive officers, replacing agreements that expired on the filing date. Key changes include:
- Duration: The new agreements cover a three-year period expiring on November 15, 2016.
- Provisions: The new agreements include added non-competition, non-solicitation, and non-disparagement provisions not present in the prior version.
- Executives Involved: David R. Emery (Chairman, President, CEO), Linden R. Evans, Anthony S. Cleberg, Steven J. Helmers, Robert A. Myers, and Scott A. Buchholz.
Guidance, Outlook, and Management Commentary
The filing contains no financial guidance, outlook, or general management commentary regarding business operations. The specific financial terms of the new agreements are as follows:
- David R. Emery (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: Entitled to a payment equal to 2 times their base salary plus annual incentive target upon a Change in Control.
Specific definitions of "Change in Control" and detailed benefit structures are contained in the attached exhibits (10.1 and 10.2) and are not fully detailed in the summary text.
Investor Verification Checklist
- Review Exhibit 10.1 for the specific terms and "Change in Control" definition applicable to CEO David R. Emery.
- Review Exhibit 10.2 for the standard terms applicable to the other five senior executives.
- Verify the total potential liability exposure for the company under these new agreements compared to the expired 2010 agreements.
- Confirm the exact base salary and annual incentive targets for each executive to calculate the specific payout amounts.