UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
October 21, 2021
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Commission
File Number | | Registrant; State of Incorporation;
Address; and Telephone Number | | IRS Employer
Identification No. |
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| 001-09057 | | WEC ENERGY GROUP, INC. | | 39-1391525 |
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
(414) 221-2345
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.01 Par Value | | WEC | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
WEC Energy Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K, which was originally filed on October 25, 2021 (the “Original 8-K”) to report certain senior management changes at the Company for the sole purpose of disclosing the associated compensation changes. Except for the foregoing, this Amendment No. 1 does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As reported in the Original 8-K, Scott J. Lauber was appointed President and Chief Executive Officer of the Company effective February 1, 2022. The Original 8-K also reported that J. Kevin Fletcher, currently President and Chief Executive Officer of the Company, announced his plan to retire in June 2022 and that he would serve as senior adviser from February 1, 2022 until his retirement.
In recognition of Mr. Lauber’s new position, on December 2, 2021, the compensation committee of the Company’s board of directors set his annual base salary at $1,025,000, his target award under the Company’s short-term performance plan at 140% of base salary, and his long-term incentive target award at 330% of base salary. Otherwise, Mr. Lauber’s compensatory arrangement will remain substantially the same. The base salary and short-term performance plan adjustments will be effective February 1, 2022, and the long-term incentive target award is effective January 1, 2022 to account for the Company’s practice of awarding long-term incentives in early January each year.
The compensation committee also established Mr. Fletcher’s compensation for 2022, which is unchanged from his current compensation arrangements.
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| SIGNATURES |
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| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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| WEC ENERGY GROUP, INC. |
| (Registrant) |
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| /s/ William J. Guc |
| Date: December 3, 2021 | William J. Guc, Vice President and Controller |
