Dte Energy Co 8-K, filed Feb 1, 2021
Dte Energy Co (DTE)
8-K
2021-02-01
For: 2021-01-27
View Original
Added on
April 10, 2026
About this 8-K
Dte Energy Co filed this 8-K on February 1, 2021, reporting on events of January 27, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
_____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 27, 2021
Commission File Number: 1-11607
| (State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | |||||||
Registrants address of principal executive offices: One Energy Plaza , Detroit , Michigan 48226-1279
Registrants telephone number, including area code: (313 ) 235-4000
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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Annual Incentive Plan
On January 27, 2021, the Organization and Compensation Committee (the O&C Committee) of the Board of Directors of DTE Energy Company (DTE Energy or the Company) approved 2021 performance measures, weightings and metrics under the Company's Annual Incentive Plan (AIP). Gerard M. Anderson, Trevor F. Lauer, David E. Meador and Gerardo Norcia are the Company's "named executive officers" disclosed in the Company's 2020 proxy statement (NEOs).
The following table summarizes the annual measures for 2021 under the AIP for Messrs. Meador and Norcia in determining their total annual incentive award:
| Measures | Weight | ||||
| DTE Energy Operating Earnings Per Share | 20% | ||||
| DTE Energy Cash From Operations | 20% | ||||
| Customer Satisfaction Score | 12% | ||||
Michigan Public Service Commission (MPSC) Customer Complaints | 8% | ||||
| DTE Energy Employee Engagement-Gallup | 5% | ||||
| DTE Energy Safety Performance | 10% | ||||
| Utility Operating Excellence Index | 25% | ||||
The following table summarizes the annual measures for 2021 under the AIP for Mr. Lauer in determining his total annual incentive award:
| Measures | Weight | ||||
| DTE Energy Operating Earnings Per Share | 10% | ||||
| DTE Electric Company (DTE Electric) Operating Earnings | 15% | ||||
| DTE Electric Cash From Operations | 15% | ||||
| Customer Satisfaction Score | 12% | ||||
| Michigan Public Service Commission (MPSC) Customer Complaints | 8% | ||||
| DTE Electric Employee Engagement-Gallup | 5% | ||||
| DTE Electric Safety Performance | 10% | ||||
| Utility Operating Excellence Index | 25% | ||||
Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. For 2021, targets for these officers range from 70% to 120%, including Mr. Norcia, the Company's President and Chief Executive Officer. Award amounts paid to each AIP participant are determined as follows: (1) the executive's most recent year-end base salary is multiplied by an AIP target percentage to arrive at the target award; (2) the overall performance payout percentage, which can range from 0% to 175%, is determined based on final results compared to threshold, target and maximum levels for each objective; (3) the target award is then multiplied by the performance payout percentage to arrive
at the calculated award; and (4) the calculated award is then adjusted by an individual performance modifier (assessment of an individual executive's achievements for the year), which can range from 0% to 150%, to arrive at the final award amount.
Long-Term Incentive Plan
On January 27, 2021, the O&C Committee approved 2023 performance measures, weightings and metrics for executive officers, including the NEOs, under the DTE Energy Company Long Term Incentive Plan (LTIP). The LTIP, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock based compensation. Stock-based compensation directly links individual performance with shareholder interests. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. The target award may be modified by the O&C Committee and is then delivered in the form of restricted stock, stock options and performance shares. For long term incentive awards granted in 2021, which pay out in 2024, targets for these officers range from 200% to 500%, including the President and Chief Executive Officer.
Performance shares: Performance shares entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination thereof, depending on the level of achievement of performance measures. The performance measurement period for the 2023 award is January 1, 2021 through December 31, 2023. Payments earned under the 2023 award can range from 0% to 200% of target, based upon achievement of performance measures. The two measures and weightings for Messrs. Meador and Norcia are: (1) total shareholder return vs. total shareholder return of peer group companies (80%) and (2) DTE Electric and DTE Gas 3-year average return on equity (20%). The two measures and weightings for Mr. Lauer are: (1) total shareholder return vs. total shareholder return of peer group companies (80%) and (2) DTE Electric 3-year average return on equity (20%).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
SIGNATURES
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.
Date: February 1, 2021
| DTE Energy Company | |||||
| (Registrant) | |||||
| /s/Diane M. Antishin | |||||
| Diane M. Antishin | |||||
| Vice President - Human Resources and Chief Diversity and Inclusion Officer | |||||