SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the RegistrantxFiled by a party other than the Registrant¨ Check the appropriate box:
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| ¨ | Preliminary Proxy Statement |
¨ | |
| ¨ | Confidential, for Use of the Commission Only |
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| (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| ¨ | Definitive Additional Materials |
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| ¨ | Soliciting Material Pursuant to §240.14a-12under § 240.14a-12 |
ALLIANT ENERGY CORPORATION
(Name of Registrant as Specified
Inin Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than
Thethe Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| ¨ | Fee paid previously with preliminary materials. |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (1) | Amount Previously Paid: |
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| (2) | Form, Schedule or Registration Statement No.: |
Dear Alliant Energy Shareowner,
On behalf of our company’s Board of Directors and the Company, please join us for our 2015at the 2017 Annual Meeting of Shareowners on May 7, 2015,23, 2017, in Cedar Rapids, Iowa. The details of the meeting are included in the following pages, and I encourage you to attend in person if you can. At the very least, please consider submitting your vote in advance by returning your proxy card, or voting online at alliantenergy.com/eproxyor over the phone.phone at 1-866-883-3382. Your participation is critical to carry forward the success we continue to see year after year.2014 was
Our dedicated and talented employees have delivered another great year for Alliant Energy. As in the past, we focused on bringing safe, reliableof solid performance. In April 2016, our Board of Directors approved a two-for-one common stock split and responsible energylast fall agreed upon a 7% increase to our customers while creating valueexpected annual common stock dividend, setting the target for you,2017 at $1.26 per share. When combining our investors. And it’s working. Earnings per share went up again in 2014stock performance and have increased nearly 20% since 2012. Our stock price hit an all-time high, endingdividend payout for the year 29%last five years, your Alliant Energy investment has delivered a higher total return than the 2013 close. Once again, we increasedEdison Electric Institute Stock Index and the S&P 500 Index. Alliant Energy’s stock joined the S&P 500 Index last June, becoming one of just 28 energy providers that are a component of the Index.
This is an exciting time for our
per-share dividend.We accomplished these results whilecompany and our industry. By advancing our environmental efforts. We completed emission-control projects in Iowaclean, economical and Wisconsin, began construction on a cleaner-burning natural gas generating station in Iowa and announced plans to build another gas generation facility in Wisconsin. We also partnered with a Cedar Rapids-based nature center on plans to build a sustainable energy, projectproviding innovative energy solutions and investing in a smarter, stronger, more secure power grid, we continue to meet our customers’ evolving needs both today and beyond. These efforts and investments create jobs, drive economic growth and strengthen our communities.
Remember, you are important to all that
will serve as our first company-owned solar generation site.These highlights tell only part of the story of our outstanding year. We are benefitting from the steady execution of our long-term strategies, one step at a time. To keep going, we need your support.
Remember, yourdo. Your vote counts. Please help us to continuewith our momentum in 2015.
continued success.
Sincerely,
Patricia Leonard Kampling
Chairman, President and CEOMarch 5, 2015
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| | Alliant Energy Corporation
4902 North Biltmore Lane
P.O. Box 14720
Madison, WI 53708-0720
Phone: (608) 458-3110
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April 18, 2017
NOTICE OF
2017 ANNUAL MEETING OF SHAREOWNERS OF ALLIANT ENERGY CORPORATION
On Thursday, May 7, 2015, Alliant Energy Corporation will hold its 2015 Annual Meeting of Shareowners at the meeting facilities of the Cedar Rapids Marriott, 1200 Collins Road NE, Cedar Rapids, Iowa 52402. The meeting will begin at 10:30 a.m. (Central Daylight Time).
Only our shareowners of record at the close of business on March 10, 2015, may vote at this meeting. All shareowners are requested to be present at the meeting in person or by proxy so that a quorum may be ensured. At the meeting, our shareowners will be asked to:
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| DATE: | Tuesday, May 23, 2017 |
| TIME: | 10:30 a.m. C.D.T. |
| PLACE: | The Hotel at Kirkwood Center |
| | 7725 Kirkwood Blvd., S.W. |
| Cedar Rapids, Iowa 52404 |
AGENDA:
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| 1. | elect three (3)Elect four (4) directors nominated by our Board of Directors to serve on our Board of Directors for terms expiring at the 20182020 Annual Meeting;Meeting |
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| 2. | approve,Approve, on aan advisory, non-binding advisory basis, the compensation of our named executive officers;officers |
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| 3. | approveApprove, on an advisory, non-binding basis, the Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m)frequency of the Internal Revenue Code;advisory vote on the compensation of our named executive officers |
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| 4. | ratifyRatify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015; and2017 |
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| 5. | attendAct upon a shareowner proposal described in the accompanying Proxy Statement, if properly presented |
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| 6. | Attend to any other business properly presented at this meeting.meeting |
At this time,
RECORD DATE: March 29, 2017
Shareowners of record of our
Boardcommon stock as of
Directors knowsthe close of
no other business
on March 29, 2017 will be entitled to
come beforenotice of, and to vote at, the
meeting.Annual Meeting.
PROXY VOTING: YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, please vote promptly.
If your shares are registered with our Shareowner Direct Plan or the Alliant Energy Corporation 401(k) Savings Plan, then you may vote those shares by telephone or Internet. Instructions for voting by these convenient methods are on the enclosed proxy card. If you prefer, you may sign and date the enclosed proxy card and return it in the postage-paid envelope.
ATTENDING THE ANNUAL MEETING:
If you plan to attend the
meeting,Annual Meeting, please check the appropriate box on your proxy card and present your photo identification at the door. Otherwise, please follow the voting instructions on page
163 of the accompanying
proxy statementProxy Statement under “How do I vote?”
ANNUAL REPORT:
A copy of our Annual Report for the fiscal year ended December 31, 20142016 was included in the mailing of this Notice of 2017 Annual Meeting of Shareowners.
Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to be held on May 7, 2015.23, 2017. The Alliant Energy Corporation proxy statementProxy Statement for the 20152017 Annual Meeting of Shareowners and the Annual Report for the fiscal year ended December 31, 2014,2016, are available atwww.alliantenergy.com/eproxy.eproxy.
By Order of the Board of Directors,
Senior Vice President, General Counsel & Corporate Secretary
Dated, mailed and made available on the
Internet on or about March 24, 2015.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, please vote promptly.
April 18, 2017.
GENERAL INFORMATION
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PROXY STATEMENT FOR 2015 ANNUAL MEETING OF SHAREOWNERS
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Proxy Summary |
GENERAL INFORMATION
Your Board of Directors
This summary highlights information contained in this Proxy Statement. It is soliciting proxies to be voted atonly a summary. Please read the 2015entire Proxy Statement and 2016 Annual Report before you vote.
2017 Annual Meeting of Shareowners to be held on
Date and Time: May 7, 201523, 2017 at 10:30 a.m.(Central Daylight Time) C.D.T.
Record Date: March 29, 2017
Place: The Hotel at Kirkwood Center, 7725 Kirkwood Blvd., at the meeting facilities of the Cedar Rapids Marriott, 1200 Collins Road NE,S.W., Cedar Rapids, Iowa 52402. Your vote is very important. For this reason, the Board of Directors is requesting that you allow52404
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| Voting Matters | Board Recommendation | Page |
| 1. | Election of Four Director Nominees | FOR all Director Nominees | |
| 2. | Advisory Vote to Approve Executive Compensation | FOR | |
| 3. | Advisory Vote on the Frequency of Advisory Vote to Approve Executive Compensation | 1 Year | |
| 4. | Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2017 | FOR | |
| 5. | Shareowner Proposal Requesting Periodic Reports Disclosing Expenditures on Political Activities | AGAINST | |
Vote your
stock to be represented at the meeting by the proxies
named on the enclosed proxy card. We began mailing this proxy statement and the form of proxy on or about March 24, 2015.INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
1. | Why am I receiving these materials? |
Our Board of Directors is providing these proxy materials to youtoday in connection with our Annual Meeting of Shareowners (the “Annual Meeting”), which will take place on May 7, 2015. As a shareowner, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the proposals described in this proxy statement.
2. | What is Alliant Energy Corporation? |
We are a public utility holding company (the “Company”) whose regulated utilities are Interstate Power and Light Company (“IPL”) and Wisconsin Power and Light Company (“WPL”).
3. | Who is entitled to vote at the Annual Meeting? |
Only shareowners of record at the close of business on March 10, 2015 are entitled to vote at the Annual Meeting. Asone of the record date, 111,166,824shares of our common stock were issued and outstanding. Each shareowner is entitled to one vote for each share of our common stock held on the record date. When voting by telephone or Internet, you will be asked to indicate whether you plan to attend the Annual Meeting. You may also use the enclosed proxy card to indicate whether you plan to attend.
following methods: 4. | What items are to be voted upon at the Annual Meeting? |
You may vote on the following proposals:
to elect the three (3) nominees named in this proxy statement as directors of the Company to serve for terms expiring at the 2018 Annual Meeting;
to approve, on a non-binding, advisory basis, the compensation of our named executive officers;
to approve our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and
to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.
5. | How does the Board of Directors recommend I vote? |
Our Board of Directors recommends that you vote your shares “FOR” each of the listed director nominees; “FOR” the approval of the compensation of our named executive officers; “FOR” the approval of our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code; and “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.
You may vote either in person at the Annual Meeting or by appointing a proxy. We recommend that you vote by proxy even if you plan to attend the Annual Meeting. If your shares are registered directly with our Shareowner Direct Plan or the Alliant Energy Corporation 401(k) Savings Plan, you have three options to vote your proxy:
by telephone;
by Internet; or
by mailing the proxy card.
Please refer to the instructions included on your proxy card to vote by proxy. If you hold your shares through a bank, broker or other record holder, then you may vote by the methods such record holder makes available, in which case
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ALLIANT ENERGY I 2015 Proxy Statement | | | 1 | | |
| INTERNET | | PHONE | | MAIL |
| www.alliantenergy.com/eproxy | | 1-866-883-3382 | | Mark, sign and date your proxy card and return it in the postage-paid envelope provided. Your proxy card must be received by May 22, 2017. |
Use the Internet to vote your proxy until 11:59 p.m. (CDT) on May 22, 2017. | | Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CDT) on May 22, 2017. | |
GENERAL INFORMATION
such record holder will include instructions with this proxy statement. If you vote by telephone or the Internet, please be aware that there might be routine costs associated with electronic access that you are responsible for, such as usage charges from Internet access providers and telephone companies. Appointing a proxy will not affect your right to vote your shares if you attend the Annual Meeting and wish to vote in person.
| • | | Election of directors — You may vote “FOR” all of the director nominees or you may “WITHHOLD” your vote with respect to one or more nominees. |
| • | | Advisory Vote on Compensation of Our Named Executive Officers — You may vote “FOR” or “AGAINST” approval of the compensation of our named executive officers, or you may “ABSTAIN.” |
| • | | Approval of the Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code— You may vote “FOR” or “AGAINST” approval of our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code, or you may “ABSTAIN.” |
| • | | Ratification of Appointment of Independent Auditor— You may vote “FOR” or “AGAINST” ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015, or you may “ABSTAIN.” |
If you return your signed proxy card but do not mark the boxes showing how you wish to vote, your shares will be voted “FOR” all listed director nominees, “FOR” approval of the compensation of our named executive officers, “FOR” approval of our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code and “FOR” ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015. If your proxy card is not signed, your votes will not be counted.
If you hold your shares through a bank, broker or other record holder and you do not provide such bank, broker or other record holder with specific voting instructions on a timely basis, your shares will not be voted except on the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2015. We urge you to carefully consider all of the proposals and direct your bank, broker or other record holder to vote your shares as you desire.
You have the right to revoke your proxy at any time before the Annual Meeting by:
providing written notice to our Corporate Secretary at 4902 North Biltmore Lane, Madison, Wisconsin 53718; or
appointing a new proxy prior to the start of the Annual Meeting.
Additionally, if you attend the Annual Meeting and wish to vote in person, you may revoke your proxy by oral notice at that time. Attendance at the Annual Meeting will not, by itself, cause your previously appointed proxy to be revoked. If you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation, you should ensure that you mail it in sufficient time for it to be received by the Company before the day of the Annual Meeting. If your shares are held by a bank, broker or other record holder on your behalf, you may submit voting instructions in accordance with the process provided by such record holder.
9. | What is the required vote for each item on the proxy card, assuming a quorum is present? |
| • | | Election of Directors — Directors will be elected by a plurality of the votes cast at the meeting. Shares not voted at the meeting (including broker non-votes) will not be counted as votes cast. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees are either unable to serve or for good reason will not serve — a contingency the Board of Directors does not currently anticipate. See “What happens if a Director nominee does not receive a majority of votes cast?” below for information concerning our director resignation policy. |
| • | | Advisory Vote on Compensation of Our Named Executive Officers — Approval of the advisory vote on executive compensation requires that the votes cast “FOR” the approval of our executive compensation exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions and broker non-votes will have no impact on the vote. |
| • | | Approval of Amended and Restated 2010 Omnibus Incentive Plan for Purposes of Section 162(m) of the Internal Revenue Code — Approval of our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code requires that the votes cast “FOR” the approval of our Amended and Restated 2010 Omnibus Incentive Plan exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions will be treated as votes cast “AGAINST” the proposal and broker non-votes will have no impact on the vote. |
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2 | | ALLIANT ENERGY I 2015 Proxy Statement |
GENERAL INFORMATION
| • | | Ratification of Appointment of Independent Auditor — Approval of the ratification of the appointment of our independent registered public accounting firm requires that the votes cast “FOR” the approval exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions will have no impact on the vote, and there will be no broker non-votes with respect to the proposal because brokers may exercise their discretion to vote for or against the proposal in the absence of instruction the beneficial owners. |
10. | What happens if a Director nominee does not receive a majority of votes cast? |
Pursuant to our Corporate Governance Principles, any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election will promptly tender his or her resignation to the Chairman of the Board of Directors. A Resignation Committee will promptly consider that resignation and recommend to the Board of Directors, based on all relevant factors, whether to accept or reject the tendered resignation. The Board of Directors will then act on that recommendation no later than 90 days following the date of the shareowners’ meeting at which the election occurred. We will promptly publicly disclose the Board of Directors’ decision, including a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. Full details of our majority voting policy are set forth on our website atwww.alliantenergy.com/investors under the “Corporate Governance” caption.
11. | What shares are included on the proxy card(s)? |
Your proxy card(s) covers all of your shares of our common stock, including any shares held in your account under our Shareowner Direct Plan and the Alliant Energy Corporation 401(k) Savings Plan.
12. | How does the proxy voting process work? |
Only if the proxy card is voted as described above in question 6 “How do I vote?” will the proxy be voted in accordance with your instructions. If a proxy is given, the persons named in the proxy will have authority to vote in accordance with their best judgment on any other matter that is properly presented for action at the meeting.
A quorum is met if at least a majority of the shares of our common stock entitled to vote is present in person or by proxy at the Annual Meeting. Abstentions and broker non-votes count as present for establishing a quorum. If you have returned valid proxy instructions or vote in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from any matter introduced at the meeting.
13. | Who tabulates the votes? |
All votes will be tabulated by the inspector of election appointed for the Annual Meeting. The inspector will separately tabulate affirmative and negative votes (or withheld votes in the case of the election of directors), abstentions and broker non-votes.
14. | How are shares held for employees in the Alliant Energy Corporation 401(k) Savings Plan voted? |
Shares held in the Alliant Energy Corporation 401(k) Savings Plan will be included on the proxy card that covers all of your shares of our common stock as described above in question 11. You will not receive a separate proxy card for these shares.
15. | What does it mean if I get more than one proxy card? |
If your shares are registered differently and are in more than one account, then you will receive more than one proxy card. Be sure to vote all of your accounts to ensure that all of your shares are voted. When possible, we encourage you to have all accounts registered in the same name and address. You can do this by contacting Wells Fargo Shareowner Services at the address below:
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
or
P. O. Box 64856
St. Paul, MN 55164-9442
1-800-356-5343
www.shareowneronline.com
16. | How do I attend the Annual Meeting? |
If you are a registered shareowner, simply bring your photo identification to the Annual Meeting. If you are a beneficial owner of stock held by a bank, broker or other record holder (with your stock held in “street name”), your bank, broker or such other record holder will send you an admission card with the form of a proxy. If you do not receive the
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ALLIANT ENERGY I 2015 Proxy Statement | | | 3 | |
GENERAL INFORMATION
admission card with the form of a proxy in a timely manner, you may be admitted to the meeting by showing your most recent brokerage statement or other proof of ownership verifying your beneficial ownership of our common stock on March 10, 2015, the record date for voting. You should also bring your photo identification. Because seating is limited, admission will be limited to shareowners or their proxy holders who have an admission card or other proof of ownership.
When voting by telephone or Internet, you will be asked to indicate whether you plan to attend the Annual Meeting, or you may indicate your intention to attend the Annual Meeting on the enclosed proxy card.
17. | How will voting on any other business be conducted? |
Our Board of Directors does not know of any business to be considered at the Annual Meeting other than the four proposals set forth in this proxy statement and listed in question 7 above.
18. | Where and when will I be able to find the results of the voting? |
The results of the voting will be announced at the Annual Meeting, or you may call us for the results at the information number shown on the Notice of Annual Meeting. We will also file the voting results on a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) within four business days following the Annual Meeting.
19. | Are the 2014 Annual Report and these proxy materials available on the Internet? |
Yes. As required by the SEC, our proxy statement and annual report are available to our shareowners electronically via the Internet. You can access these materials atwww.alliantenergy.com/eproxy.
20. | How can I access future proxy materials and annual reports on the Internet? |
If you are a shareowner of record, you can consent to access our future notices of shareowner meetings, proxy materials and annual reports electronically through our website.
This allows us to save on the cost of producing and mailing these materials. Mark the appropriate box on your proxy card or follow the instructions provided if you vote over the Internet or by telephone. Iftelephone, you consentdo NOT need to access these materials over the Internet, you will receive amail back your proxy card in the mail next year with instructions containing the Internet address to access those materials rather than receiving those proxy materials and the annual report by mail. Your consent will remain in effect unless it is revoked by writing to Wells Fargo Shareowner Services at the shareowner information address showncard.
See pages 63-67 for directions on
page 3 of this proxy statement.Ifvoting your shares are held by a bank, broker or other record holder on your behalf, please refer to the information provided by such record holder for instructions on how to elect to view future proxy statements and annual reports over the Internet.
If you consent to electronic access, then you will be responsible for your routine charges (e.g., online fees) in connection with electronic viewing and printing of proxy materials and annual reports. We will continue to distribute printed materials to shareowners who do not consent to access these materials electronically.
21. | When are shareowner proposals for the 2016 Annual Meeting due? |
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (“Rule 14a-8”), all shareowner proposals to be considered for inclusion in our proxy statement for the 2016 Annual Meeting must be received at our principal office by November 25, 2015. In addition, any shareowner who intends to present a proposal, including director nominations, at the 2016 Annual Meeting must comply with the requirements set forth in our Bylaws. Our Bylaws state, among other things, that to bring business before an annual meeting, a shareowner must give written notice that complies with the Bylaws to our Corporate Secretary not later than 45 days in advance of the first anniversary of the date we mailed our proxy statement to shareowners for the prior year’s annual meeting. Accordingly, we must receive notice of a shareowner’s proposal submitted other than pursuant to Rule 14a-8, including director nominations, no later than February 8, 2016. If the notice is received after February 8, 2016, then the notice will be considered untimely and we are not required to present such proposal or director nomination at the 2016 Annual Meeting. SEC rules permit the persons named in the proxies solicited by the Board of Directors for the 2016 Annual Meeting to vote proxies in their discretion in certain cases if the shareowner does not comply with this deadline and in certain other cases notwithstanding the shareowner’s compliance with these deadlines.
22. | Who is our independent registered public accounting firm and how is it appointed? |
Deloitte & Touche LLP audited our financial statements for 2014. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to be available to respond to appropriate questions. The Audit Committee of the Board of Directors has
see how your votes are counted.
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4 | | ALLIANT ENERGY I 2015 Proxy Statement |
GENERAL INFORMATION
appointed, and is recommending for ratification by shareowners its appointment of, Deloitte & Touche LLP as our independent registered public accounting firm for 2015.
23. | Who will bear the cost of soliciting proxies for the Annual Meeting and how will these proxies be solicited? |
We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our officers and employees who will not receive any additional compensation for these solicitation activities. We will pay banks, brokers, nominees and other fiduciaries reasonable charges and expenses incurred in forwarding the proxy materials to their principals. We have retained D. F. King & Co., Inc. to aid in the solicitation of proxies at an estimated cost of $7,500, plus reimbursable out-of-pocket expenses.
24. | If more than one shareowner lives in my household, how can I obtain an extra copy of the proxy statement and the 2014 Annual Report? |
Pursuant to SEC rules, services that deliver our communications to shareowners that hold their shares through a bank, broker or other holder of record may deliver to multiple shareowners sharing the same address a single copy of our Annual Report and proxy statement. Upon written or oral request, we will mail an additional copy of the proxy statement and the 2014 Annual Report to any shareowner at a shared address to which a single copy of the document was previously delivered, and we will continue to do so in the future if requested. You may notify us of your request by calling or writing to us at the information address or number shown on the Notice of Annual Meeting. You may also access these materials atwww.alliantenergy.com/eproxy. In addition, shareowners sharing an address who are receiving multiple copies of our Annual Report and proxy statement may request delivery of single copies by contacting us in the manner provided above.
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ALLIANT ENERGY I 2015 Proxy Statement | | | 5 | |
ELECTION OF DIRECTORS
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Proposal One: One—ELECTION OF DIRECTORS |
At the Annual Meeting, threeour annual meeting of shareowners (the “Annual Meeting”), four directors will be elected with terms expiring in 2018.2020. The nominees for election as recommended by the Nominating and Governance Committee and selected by the Board of Directors are Ann K. Newhall, Dean C. Oestreich and Carol P. Sanders. are:
•Patrick E. Allen • Singleton B. McAllister
•Patricia L. Kampling • Susan D. Whiting
Each
of the nominees isnominee currently
servingserves on our Board of Directors and, if elected as
directors,a director, will serve until our
Annual Meetingannual meeting of
Shareownersshareowners in
20182020 or until his/her successor has been duly qualified and elected.
Directors will be elected by a plurality of the votes cast at the meeting (assuming a quorum is present). Consequently, any shares not voted at the meeting, including as a result of broker non-votes, will not be counted as votes cast. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees are unable to serve, or for good reason will not serve, a contingency the Board of Directors does not currently anticipate.
Brief biographies
The nominees were selected by the Board of Directors on the recommendation of the Nominating and Governance Committee. The Nominating and Governance Committee and the Board of Directors looks for directors to have a broad range of skills, education, experiences and qualifications that can be leveraged in order to benefit Alliant Energy and its shareowners. The members of the committee are particularly interested in maintaining a mix of skills, qualifications and experience that include the following:
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| Skills, Qualifications and Experience |
| Strategic Leadership | Human Resources/Executive Compensation |
| Financial Acumen/Literacy | Risk Management |
| Operations | Technology Systems/Cybersecurity |
| Customer Perspectives | Environmental and Safety |
| Legal and Regulatory | Diversity |
The balance of tenure of our directors promotes experience and stability on our Board of Directors. The board’s diverse composition allows for a broader understanding of the issues that can affect our business. Our more senior directors have a deep knowledge and historical perspective of our company and our industry. Our newer directors provide fresh perspectives and benefit from the knowledge and experience of our more senior directors. One director nominee has extensive knowledge in public policy and government relations which, in connection with her knowledge of our industry and long experience on our board, provide vital insights to our board. Two directors are currently serving in their first term on our board. This optimal combination of experience, subject matter expertise, and fresh perspectives, ensures that our board is able to provide oversight and guidance that is innovative, balanced and aligned with the company’s strategic plan.
All directors are expected to possess personal attributes such as ethics, integrity, sound business judgment, independence, and must be able to commit sufficient time to board activities. Additional information regarding the selection process for members of the Board of Directors can be found starting on page 14.
Biographies of the director nominees and continuing directors follow.
These biographies include their ages (asIncluded in the biographical information is a listing of
December 31, 2014); an accountthe key qualifications, skills and experience of
their specific business experience; the names of publicly heldeach director nominee and
certain other corporations of which they are, or have been within the past five years, directors; and a brief discussion of their specific experience, qualifications, attributes or skillscontinuing director that led to the
board’s conclusion that
theythe person should
serve as directors. Except as otherwise indicated, eachserve. Each nominee and continuing
director has been engaged in his or her present occupation for at least the past five years.director’s age is as of December 31, 2016.
We are a public utility holding company whose regulated utilities are Interstate Power and Light Company (“IPL”) and Wisconsin Power and Light Company (“WPL”). The composition of our Board of Directors is identical to the composition of the
boardsBoards of
directorsDirectors of IPL and WPL.
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üþ | | The Board of Directors recommends that you vote “FOR” the nominees for director listed below. director. |
2 | ALLIANT ENERGY | 2017 Proxy Statement
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| ANN K. NEWHALLSummary: Mr. Allen’s extensive experience in financial leadership is instrumental to the board. Since 2005, Mr. Allen has served as Senior Vice President and Chief Financial Officer at Rockwell Collins, Inc. in Cedar Rapids, Iowa, leading the company’s finance activities, including treasury, audit, and tax. Mr. Allen previously served in various financial officer positions at Rockwell Collins and its subsidiaries since 2001. Before joining Rockwell Collins, he served in various roles at Rockwell International, including Vice President and Treasurer, Vice President of Financial Planning, and Assistant Controller. He worked for six years as an auditor at Deloitte & Touche and is a certified public accountant. Mr. Allen serves as the Chairman of the Audit Committee and has been a Director of IPL and WPL since 2011.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; risk management; technology systems/cybersecurity; diversity.
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Patrick E. Allen Age: 52 Director Since: 2011 Nominated for a Term Expiring in:2020 Committee Memberships: • Audit (Chair) • Executive • Safety, Environmental, Policy and Operations |
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| Summary: Ms. Newhall retiredKampling’s broad experience within the utility industry has proven essential to the management of the Company and to the board. She has served as Chairman of the Board of Directors, President and Chief Executive Officer of Alliant Energy since April 2012 and as President and Chief Operating Officer from February 2011 to March 2012. Since joining the Company in August 2008 from her position as2005, Ms. Kampling has held various other executive positions within the Company, including Executive Vice President and Chief Financial Officer, Vice President and Treasurer, and Vice President of Finance. Before joining Alliant Energy, Ms. Kampling spent more than 20 years at Exelon Corporation, holding finance, treasury, regulatory, and engineering positions of increasing responsibility. She has served on the Board of Directors of Briggs & Stratton Corporation since January 2011 and also serves on the board of American Transmission Company LLC. Ms. Kampling has been a Director of IPL and WPL since 2012.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; environmental and safety; diversity.
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Patricia L. Kampling Age: 57 Director Since: 2012 Nominated for a Term Expiring in:2020 Chairman of the Board |
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| Summary: Ms. McAllister brings significant expertise to the board in the areas of government relations and public policy law. Since 2014, Ms. McAllister has served as counsel at the law firm of Husch Blackwell in Washington, D.C. Before joining Husch Blackwell, she served as a partner in the law firms of Williams and Mullen (2012 - 2014), Blank Rome LLP (2010 - 2012), and LeClair & Ryan LLP (2007 - 2010). Ms. McAllister has held positions as General Counsel for the United States Agency for International Development, Senior Counsel to the U.S. House of Representatives Committee on the Budget, and was appointed as Secretary to the Commonwealth of Virginia State Board of Elections in 2015. She has served on the Board of Directors of United Rentals, Inc. since 2004, and on the proxy board of Securitas Critical Infrastructure Services, Inc., one of the largest providers in the United States of specialized security, fire and emergency response services, since 2016. Ms. McAllister has been a Director of IPL and WPL since 2001.
Skills and Qualifications: strategic leadership; customer perspective; legal and regulatory; human resources/executive compensation; environmental and safety; diversity.
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Singleton B. McAllister Age: 64 Director Since:2001 Nominated for a Term Expiring in:2020 Committee Memberships: • Compensation and Personnel • Nominating and Governance |
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| Summary: Ms. Whiting’s extensive background in consumer analytics, marketing, and media experience provides a uniquely customer-focused perspective to the board. In 2014, Ms. Whiting retired as Vice Chair of Nielsen, N.V., a global provider of information into what consumers watch and purchase. In her 35-year career with Nielsen, she held numerous executive positions including President, Chief Operating Officer, Chief Executive Officer and SecretaryChairman of Nielsen Media Research, as well as Global Executive Vice President. She led initiatives related to global client relations, communications, marketing, public government affairs, corporate social responsibility, and as a director of Rural Cellular Corporation (“RCC”), a cellular communications corporation located in Alexandria, Minnesota, following RCC’s sale to Verizon.diversity for the company. Ms. Newhall held this position from 2000 to 2008. Ms. NewhallWhiting has served as a Director of IPL and WPL since 2013.
Skills and Qualifications: strategic leadership; operations; customer perspective; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; diversity.
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Susan D. Whiting Age: 60 Director Since: 2013 Nominated for a Term Expiring in: 2020 Committee Memberships: • Compensation and Personnel • Safety, Environmental, Policy and Operations |
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4 | ALLIANT ENERGY | 2017 Proxy Statement
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| Summary: Mr. Bennett is an audit committee financial expert with an extensive background in operations. He has been a private investor with Albaton Enterprises LLC in Sioux City, Iowa since 2010. He previously served as President and Chief Executive Officer of Terra Industries Inc., an international producer of nitrogen products headquartered in Sioux City, Iowa, for nine years. Having started at Terra Industries in 1973, Mr. Bennett held positions in manufacturing, sales, marketing, and distribution management before taking on a series of executive roles. He has served as the non-executive Chairman of the Board of OCI N.V., an international construction and fertilizer company since 2013, and OCI Partners LP since 2013. He became a Director of SandRidge Energy in October 2016. He previously was a Director of Arclin, Inc., a privately-held company, from 2010 to 2016. Mr. Bennett has served as a Director of IPL and WPL since 2003.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations customer perspective; legal and regulatory; human resources/executive compensation; risk management; environmental and safety.
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Michael L. Bennett Age: 63 Director Since: 2003 Term Expires in: 2019 Committee Memberships: • Audit • Nominating and Governance |
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| Summary: Ms. Newhall isDunie’s strong experience in information technology and cybersecurity and her decades of work in the defense industry have proven distinctly valuable to the board. From 2006 to 2014, Ms. Dunie served as Executive Vice President and Chief Technology Officer of CACI International Inc., an information solutions and services company in the government sector. Previously, she worked with the U.S. Department of Defense as a member of the Defense Intelligence Senior Executive Service and as the Principal Advisor to the Under Secretary of Defense for Intelligence. She has served in key information-policy roles in private industry with Oracle Corporation, Raytheon Company, Martin Marietta (now part of Lockheed Martin), General Electric, and ITT Corporation. Ms. Dunie has served on the Board of Directors of Science Applications International Corporation (SAIC), an engineering and information technology provider, since 2015. She became a Director of Objective Interface Systems, a private computer communications software and hardware company, in 2016. In December 2016, Ms. Dunie was certified as a National Association of Corporate Directors (NACD) Board Leadership Fellow. She has served as a Director of IPL and WPL since 2015.
Skills and Qualifications: strategic leadership; operations; risk management; technology systems/cybersecurity; diversity.
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Deborah B. Dunie Age: 52 Director Since: 2015 Term Expires in:2019 Committee Memberships: • Compensation and Personnel • Safety, Environmental, Policy and Operations
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| Summary: Mr. Hazel brings to the board his long-term executive leadership experience and his background in operations and customer service. He has been the principal of Darryl B. Hazel Consulting LLC, a business consulting firm in Detroit, Michigan, since 2010 when he retired as Senior Vice President, Global Services Initiatives of Ford Motor Company. Having started with Ford Motor Company in 1972, Mr. Hazel held various leadership positions with the company, including President of the Customer Service Division and Senior Vice President (2006 - 2009), President of Marketing (2005 - 2006), President of the Ford Division (2005 - 2005), and President of the Lincoln Mercury Division (2002 - 2005). He serves as the Chairman of the Safety, Environmental, Policy and Operations Committee.Ms. Newhall’s leadership positions inCommittee and has served as a publicly traded companyDirector of IPL and her experience in operations,WPL since 2006.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspectives, legal, regulatory,perspective; human resources,resources/executive compensation; risk management,management; technology systems/cybersecurity; environmental safety, and diversity initiatives led to the conclusion that she should serve on our Board of Directors.safety; diversity.
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| Darryl B. Hazel Age: 68 Director Since: 2006 Term Expires in: 2019 Committee Memberships: • Compensation and Personnel • Executive • Safety, Environmental, Policy and Operations (Chair) |
Age63
Director since2003
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Nominated term expires in
2018
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| 6Summary: Mr. O’Toole’s qualifications to serve on the board include his strong experience in customer perspectives. Since November 2016, Mr. O’Toole has been Senior Fellow and Clinical Professor of Marketing at the Kellogg School of Management of Northwestern University. Since January 2017, Mr. O’Toole has been a Senior Advisor with McKinsey & Co., a global management consulting firm. Until his retirement in late 2016, Mr. O’Toole was Chief Marketing Officer, Senior Vice President and President, MileagePlus of United Continental Holdings, Inc., a global air carrier. He joined United in 2010 as Chief Marketing Officer and Senior Vice President and held positions with United as Senior Vice President, Marketing and Loyalty and President, MileagePlus (2012 - 2014), Chief Operating Officer, MileagePlus (2010 - 2012), and Chief Marketing Officer (2010). Before joining United, Mr. O’Toole held leadership roles for over 13 years with Hyatt Hotels Corporation, including as Chief Marketing Officer and Chief Information Officer, as well as marketing leadership positions at Renaissance Hotels International and Stouffer Hotel Company. He has served on the Board of Directors of LSC Communications, Inc., a print, print-related services and office products company, since 2016. Mr. O’Toole has served as a Director of IPL and WPL since 2015.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspective; legal and regulatory; technology systems/cybersecurity.
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Thomas F. O’Toole Age: 59 Director Since:2015 Term Expires in:2019 Committee Memberships: • Audit • Safety, Environmental, Policy and Operations |
| | ALLIANT ENERGY I 2015 Proxy Statement |
6 | ALLIANT ENERGY | 2017 Proxy Statement
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DEAN C. OESTREICH |
| | Summary: Mr. Oestreich is our Lead Independent Director. He served as a consultant to Pioneer Hi-Bred International, Inc., a developer and supplier of advanced plant genetics and a wholly-owned subsidiary of DuPont Corporation, located in Johnston, Iowa from 2010 to 2013. He is now retired. He previously served as Chairman of Pioneer Hi-Bred International, Inc., from November 2007 until December 2009. Mr. Oestreich also served as Vice President of DuPont Corporation from 2004 through 2009. He previously served as President of Pioneer Hi-Bred International, Inc. from 2004 to 2007. He serves as a directorDirector of two private companies, Nexsteppe, a feedstock solutions business for biofuels, biopower and biobased product industries, and mOasis, a business involved with agricultural water management through chemistry solutions. He serves as Chairman of the Nominating and Governance Committee. Mr. Oestreich has served as a Director of IPL and WPL since 2005. Mr.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspectives; legal and regulatory; human resources/executive compensation; risk management; technology systems/cybersecurity; environmental and safety. |
Dean C. Oestreich is Chairman of the Age: 64 Director Since: 2005 Term Expires in:2018 Lead Independent Director Committee Memberships: • Audit • Executive • Nominating and Governance Committee.Mr. Oestreich is an audit committee financial expert. Mr. Oestreich’s experience with publicly traded companies, operations, finance, customer perspectives, regulatory, human resources, risk management, technology, environmental, and safety matters led to the conclusion that he should serve on our Board of Directors.
(Chair) |
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Age62
Director since2005
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Nominated term expires in
2018
Lead Independent Director
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CAROL P. SANDERS |
| | Summary: Ms. Sanders has been the President of Carol P. Sanders Consulting LLC since 2015, a business consulting firm serving insurance and technology clients. She served as the Executive Vice President, and Chief Financial Officer and Treasurer of Sentry Insurance, a Mutual Company, located in Stevens Point, Wisconsin since July 2013.from 2013 to 2015. Previously, she served as the Executive Vice President and Chief Operating Officer of Jewelers Mutual Insurance Company from November 2012 until July 2013, where she also served as Senior Vice President, Chief Financial Officer and Treasurer from May 2011 until November 2012 and as Chief Financial Officer from 2004 until May 2011. Before that, Ms. Sanders served as Controller and Assistant Treasurer of Sentry Insurance from 2001 to 2004. She has served on the Boards of Directors of RenaissanceRE Holdings Ltd., a global provider of reinsurance and insurance since 2016, and First Business Financial Services, Inc., a Wisconsin-based bank holding company since 2016. She serves as Chairman of the Compensation and Personnel Committee. Ms. Sanders has served as a Director of IPL and WPL since 2005. Ms.
Skills and Qualifications: strategic leadership; financial acumen/literacy; operations; customer perspectives; legal and regulatory; human resources/executive compensation; risk management; and technology systems/cybersecurity. |
Carol P. Sanders is Chairman of the Age: 49 Director Since: 2005 Term Expires in:2018 Committee Memberships: • Compensation and Personnel Committee.Ms. Sanders’ experience with publicly traded companies, operations, finance, customer perspectives, regulatory, human resources, risk management,
(Chair) • Executive • Nominating and technology matters led to the conclusion that she should serve on our Board of Directors.Governance |
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Age47
Director since2005
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Nominated term expires in
2018
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CONTINUING DIRECTORS
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PATRICK E. ALLEN | | Mr. Allen has served as Senior Vice President and Chief Financial Officer at Rockwell Collins, Inc., in Cedar Rapids, Iowa, since 2005. Mr. Allen previously served in various financial officer positions at Rockwell Collins and its subsidiaries since 2001. He has passed the certified public accounting exam. He serves as the Chairman of the Audit Committee. Mr. Allen has been a director of IPL and WPL since 2011.
Mr. Allen is an audit committee financial expert. Mr. Allen’s experience with a publicly traded company, finance, operations, customer perspectives, risk management, technology, and diversity matters led to the conclusion that he should serve on our Board of Directors.
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Age50
Director since2011
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Term expires in2017
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ALLIANT ENERGY I 2015 Proxy Statement | | | 7 | |
ELECTION OF DIRECTORS
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MICHAEL L. BENNETT | | Mr. Bennett has been a private investor with Albaton Enterprises LLC in Sioux City, Iowa, since May 2010. He previously served as President and Chief Executive Officer of Terra Industries Inc., an international producer of nitrogen products headquartered in Sioux City, Iowa, since April 2001. He also served as Chairman of the Board and President for Terra Nitrogen Company, L.P., a subsidiary of Terra Industries Inc. He has served as the non-executive Chairman of the Board of Directors of OCI N.V., an international construction and fertilizer company, since January 2013, and OCI Partners LP since October 2013. He has served as a director of Arclin, Inc., a privately held company located in Atlanta, Georgia since 2010. Mr. Bennett has served as a Director of IPL and WPL since 2003.
Mr. Bennett is an audit committee financial expert. Mr. Bennett’s leadership of a publicly traded company and his experience in operations, finance, customer perspectives, legal, human resources, risk management, and safety matters led to the conclusion that he should serve on our Board of Directors.
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Age61
Director since2003
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Term expires in2016
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DARRYL B. HAZEL | | Mr. Hazel has been the principal of Darryl B. Hazel Consulting LLC, a business consulting firm in Detroit, Michigan, since January 2010. He retired in January 2010 from his position as Senior Vice President, Global Services Initiatives of Ford Motor Company, an automobile manufacturer. He also served as President of the Customer Service Division and Senior Vice President of Ford Motor Company from March 2006 to September 2009. He previously served as President of Marketing of Ford Motor Company from September 2005 to March 2006; President of the Ford Division from April 2005 to September 2005; and President of the Lincoln Mercury Division from August 2002 to April 2005. Mr. Hazel has served as a Director of IPL and WPL since 2006.
Mr. Hazel’s long-term leadership experience as an executive of a publicly traded company and its subsidiaries along with his experience in operations, customer perspectives, human resources, risk management, technology matters, safety, and diversity initiatives led to the conclusion that he should serve on our Board of Directors.
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Age66
Director since2006
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Term expires in2016
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PATRICIA L. KAMPLING | | Ms. Kampling has served as our Chairman of the Board, Chief Executive Officer and President since April 2012. She has also served as Chairman and Chief Executive Officer of IPL and WPL since April 2012. She previously served as President and Chief Operating Officer from February 2011 through March 2012, as Executive Vice President and Chief Financial Officer from September 2010 to February 2011, as Executive Vice President-Chief Financial Officer and Treasurer from January 2010 to September 2010, as Vice President-Chief Financial Officer and Treasurer from January 2009 to January 2010, as Vice President and Treasurer from January 2007 to January 2009, and as Vice President of Finance from August 2005 to January 2007. She has prior industry experience in various executive positions at Commonwealth Edison Company and other subsidiaries of Exelon Corporation. Ms. Kampling has been a director of IPL and WPL since 2012. She has served on the board of directors of Briggs & Stratton Corporation since January 2011. She also serves on the boards of American Transmission Company LLC, Wisconsin Manufacturers and Commerce, Edison Electric Institute, American Gas Association, and Electric Power Research Institute.
Ms. Kampling’s leadership positions in publicly traded companies and her experience in finance, operations, customer perspectives, regulatory, human resources, risk management, environmental, safety, and diversity matters led to the conclusion that she should serve as the Chairman of our Board of Directors.
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Age55
Director since2012
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Term expires in2017
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8 | | ALLIANT ENERGY I 2015 Proxy Statement |
ELECTION OF DIRECTORS
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SINGLETON B. MCALLISTER | | Ms. McAllister has been a partner in the Washington, D.C. office of the law firm of Husch Blackwell since May 2014. She previously served as a partner in the law firm of Williams and Mullen from December 2012 to May 2014, as a partner at Blank Rome LLP from June 2010 to December 2012, and as a partner in the law firm of LeClair & Ryan LLP from October 2007 to June 2010. Ms. McAllister has served on the board of directors of United Rentals, Inc., since 2004. Ms. McAllister has served as a Director of IPL and WPL since 2001.
Ms. McAllister’s experience with publicly traded companies, legal, legislative, regulatory, public affairs, human resources, customer perspectives, environmental, and diversity initiatives led to the conclusion that she should serve on our Board of Directors.
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Age62
Director since2001
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Term expires in2017
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SUSAN D. WHITING | | Ms. Whiting retired in 2014 from her position as the Vice Chair of Nielsen, N.V., a global provider of information into what consumers watch and purchase, in New York, NY. She held that position since 2008. She held various senior management positions with Nielsen since beginning her career there in 1978. Ms. Whiting has served as a Director of IPL and WPL since 2013.
Ms. Whiting’s experience with publicly traded companies, operations, human resources, risk management, customer perspectives, regulatory, environmental, technology matters and diversity initiatives led to the conclusion that she should serve on our Board of Directors.
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Age58
Director since2013
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Term expires in2017
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ALLIANT ENERGY I 2015 Proxy Statement | | | 9 | |
MEETINGS AND COMMITTEES OF THE BOARD
MEETINGS AND COMMITTEES OF THE BOARDThe Board of Directors has five standing committees: Audit; Compensation and Personnel; Nominating and Governance; Safety, Environmental, Policy and Operations; and Executive. The
CORPORATE GOVERNANCE
a. Corporate Governance Principles
Our Board of Directors has adopted formal writtenCorporate Governance Principles that, in conjunction with the board committee charters, for each ofestablish processes and procedures to help ensure effective and responsive governance by the standing committees, whichboard. Our Corporate Governance Principles are available on our website atwww.alliantenergy.com/investors under the “Corporate Governance” caption.link.
b. Ethical and Legal Compliance Policy
Our Board of Directors serve onhas adopted a Code of Conduct that serves as our code of ethics and applies to all employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, as well as the following committees as indicated below: | | | | | | | | | | |
| | Audit | | Compensation
and Personnel
| | Nominating
and
Governance | | Safety,
Environmental,
Policy and
Operations
| | Executive |
Patrick E. Allen
| | C | | | | | | ü | | ü |
Michael L. Bennett
| | ü | | | | | | ü | | |
Darryl B. Hazel
| | | | | | ü | | ü | | |
Patricia L. Kampling
| | | | | | | | | | C* |
Singleton B. McAllister
| | | | ü | | | | ü | | |
Ann K. Newhall
| | ü | | | | | | C | | ü |
Dean C. Oestreich
| | ü | | | | C | | | | ü |
Carol P. Sanders
| | | | C | | ü | | | | ü |
Susan D. Whiting
| | | | ü | | | | ü | | |
C* | Non-voting Committee Chairman |
The committeesmembers of the boards of directors of IPL and WPL, including the composition and independence of the committees, are identical to the committees of the Company’sour Board of Directors. The following is a descriptionWe make our Code of eachConduct available on our website at
www.alliantenergy.com/investors under the “Corporate Governance” link. We intend to satisfy the disclosure requirements under Item 5.05 of these committees. Joint meetings inForm 8-K regarding amendments to, or waivers from, the descriptions below refer to meetingsCode of the Company, IPL and WPL. Except as noted below, all meetings of the board and committee meetings of the Company, IPL and WPL were held jointly.Audit Committee
The Audit Committee held five joint meetings in 2014. The committee currently consists of P. E. Allen (Chairman), M. L. Bennett, A. K. Newhall and D. C. Oestreich. EachConduct by posting such information on our website.
c. Director Independence
Our Corporate Governance Principles provide that at least 75% of the members of the committee isBoard of Directors must be independent as defined bydirectors under the New York Stock Exchange (“NYSE”) corporate governance listing standards. The Audit, Compensation and Personnel, and Nominating and Governance Committees must consist of all independent directors.
The Board of Directors evaluates directors’ independence under the NYSE corporate governance listing standards. This evaluation is based on certain categorical standards of independence, which are included as Appendix A to our Corporate Governance Principles.
The Board of Directors also considers certain other factors in relation to an independence determination. Mr. Allen serves as an executive officer of a company that is a customer of IPL and Mr. O’Toole serves as a director of a company that is a customer of WPL. These customer relationships do not constitute a material relationship under the NYSE corporate governance listing standards cited above or the Securities and Exchange Commission (“SEC”) rules governing related-person transactions discussed below. However, the relationships were evaluated under the applicable NYSE corporate governance listing standards and applicable SEC rules. The Board of Directors
has determined that
Messrs.the relationships did not impair the independence of Mr. Allen
Bennett and Oestreich each qualify as an “audit committee financial expert” as defined by SEC rules.The Audit Committee is responsible for assisting the Board of Directors in oversight of: (1) the integrity of our financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent registered public accounting firm’s qualifications and independence; and (4) the performance of our internal audit function and independent registered public accounting firm. The committee is also directly responsible for the appointment, retention, termination, compensation, and oversight of our independent registered public accounting firm.
Compensation and Personnel Committee
The Compensation and Personnel Committee held six joint meetings in 2014. The committee currently consists of C. P. Sanders (Chairman), S. B. McAllister and S. D. Whiting. or Mr. O’Toole.
The Board of Directors has
affirmatively determined
by resolution that each of
the members of the committeeMr. Allen, Mr. Bennett, Ms. Dunie, Mr. Hazel, Ms. McAllister, Mr. O’Toole, Mr. Oestreich, Ms. Sanders and Ms. Whiting has no material relationship with us that would impair his or her independent judgment as a director and, therefore, is independent
(including D.A. Perdue during his term of service on the committee in
2014) as defined byaccordance with the NYSE corporate governance listing
standards and applicable SEC rules.The Compensation and Personnel Committee reviews and approves corporate goals and objectives relevantstandards.
d. Majority Voting in Uncontested Director Elections
Under our Corporate Governance Principles, if a director nominee in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to
Chief Executive Officer compensation andbe elected) receives more “withheld” votes than “for” votes, the
compensation of the other executive officers, evaluates the Chief Executive Officer’s performance and determines and approves, either as a committeedirector nominee is required to offer his or
together with the other independent directors, the Chief Executive Officer’s compensation level based on its evaluation of the Chief Executive Officer’s performance, in addition to reviewing and approving the recommendations of the Chief Executive Officer with regardher resignation to the
other executive officers. The committee has responsibilities with respect to our executive compensation and performance pay programs and management development programs. It also makes recommendations to the Nominating and Governance Committee regarding compensation for the non-management directors.To support and assist the Compensation and Personnel Committee in carrying out its mission, the committee has the authority, in its sole discretion, to retain, compensate, oversee, and terminate the services of outside advisors, experts, and others. The expenses associated with such outside advisors, experts, and others are paid by the Company. For 2014, the committee engaged
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10 | | ALLIANT ENERGY I 2015 Proxy Statement |
MEETINGS AND COMMITTEES OF THE BOARD
Pay Governance LLC (“Pay Governance”) as an outside compensation consultant to serve as an advisor in evaluating the compensation of our Chief Executive Officer, other named executive officers, and our outside non-management directors. Pay Governance also provides market information and trends regarding executive compensation programs; provides competitive market reviews of our executive officer total compensation; assists with the design of our short- and long-term performance pay programs and executive retirement programs as well as assists management with the implementation of these executive programs; and provides other consulting services at the request of the committee. A representative of Pay Governance generally attends meetings of the committee, is available to participate in executive sessions, and communicates directly with the committee. Pay Governance’s fees and related expenses are paid as determined by the committee, upon the committee’s request.
The Compensation and Personnel Committee assessed the independence of Pay Governance, taking into account the following factors:
whether Pay Governance and its advisors provide other services to us;
the amount of fees we pay to Pay Governance as a percentage of Pay Governance’s total revenues;
the policies and procedures that Pay Governance has implemented to prevent conflicts of interest;
any business or personal relationship of an individual Pay Governance advisor working with us with a member of the committee;
any of our stock owned by the individual Pay Governance advisor working with us; and
any business or personal relationships between our executive officers and Pay Governance or the individual advisor of Pay Governance working with us.
Following this assessment, the Compensation and Personnel Committee determined that there was no conflict of interest present and that Pay Governance provided the committee with appropriate assurances and confirmation of its independent status as the committee’s advisor.
The Compensation and Personnel Committee reviews and approves all elements of our executive compensation programs. Our Chief Executive Officer provides input to the committee in the assessment, design, and recommendation of executive compensation programs, plans, and awards. Annually, the Chief Executive Officer and the committee review comparable company market data prepared by Towers Watson to help verify that survey job information adequately captures officers’ duties. Based on that data, the Chief Executive Officer recommends to the committee base salary adjustments and short- and long-term performance pay targets in relation to external market data, while also considering internal equity considerations and executive officers’ individual performance. The Chief Executive Officer provides recommendations to the committee for the total annual compensation of executive officers. The Chief Executive Officer does not make any recommendation to the committee regarding her own compensation. Further, the Chief Executive Officer and other executive officers assess the performance of those executive officers reporting to them. The Chief Executive Officer is invited to attend all committee meetings to provide updates of progress made toward achievement of annual performance goals, and to provide management’s views on compensation program design features and components.
The Compensation and Personnel Committee has reviewed the charter for our internal Total Compensation Committee, which is made up of a minimum of four vice presidents. Members are appointed by the Chief Executive Officer or her designee with subject matter experts as required. The Compensation and Personnel Committee has delegated to the Total Compensation Committee various powers of design and administration associated with our compensation and benefit plans for non-executive salaried and hourly employees. The Compensation and Personnel Committee reviews the minutes and actions of the Total Compensation Committee.
The Compensation and Personnel Committee has also reviewed the charter for our internal Investment Committee. The Investment Committee is made up of at least three, but no more than six, members including at least two officers of the Company who are generally knowledgeable in investment and financial matters. Members are appointed by our Chief Financial Officer. The Compensation and Personnel Committee has delegated to the Investment Committee various powers regarding managing investment assets of our benefit and compensation plans and programs. The Compensation and Personnel Committee reviews the investment policies related to these benefit and compensation plans on an annual basis.
Compensation and Personnel Committee Interlocks and Insider Participation
No person who served as a member of the Compensation and Personnel Committee during 2014 (including Mr. Perdue during his term of service on the committee in 2014) has (a) served as one of our officers or employees or (b) any relationship requiring disclosure as a related person transaction under Item 404 of the Securities and Exchange Commission’s Regulation S-K. None of
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ALLIANT ENERGY I 2015 Proxy Statement | | | 11 | |
MEETINGS AND COMMITTEES OF THE BOARD
our executive officers serve as a member of the board of directors or compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or our Compensation and Personnel Committee.
Nominating and Governance Committee
The Nominating and Governance Committee held four joint meetings in 2014. The committee currently consists of D. C. Oestreich (Chairman), D. B. Hazel, and C. P. Sanders. Each of the members of the committee is independent as defined by the NYSE corporate governance listing standards and applicable SEC rules (including D.A. Perdue during his term of service on the committee in 2014).
The Nominating and Governance Committee’s responsibilities are to: (1) identify individuals qualified to become membersChairman of the Board of Directors consistent withfollowing certification of the criteria approved byshareowner vote. A Resignation Committee will promptly consider any resignation offers under our Director Resignation Policy and, based on all relevant factors, make a recommendation to the Board and to recommend nominees for directorships to be filled byof Directors. Within 90 days following the Board or shareowners; (2) identify and recommend membersdate of the shareowners meeting at which the election occurred, the Board of Directors qualifiedwill make a final determination as to serve on Board committees; (3) developwhether to accept the director’s resignation. The determination will be promptly disclosed and recommend to the Board of Directors a set of corporate governance principles; (4) oversee the evaluationwill include an explanation of the Board of Directorsprocess by which the decision was reached and, our management; (5) oversee our related person transaction policy; and (6) adviseif applicable, the Board of Directors with respect to other matters relating to our corporate governance. The committee receives and acts upon recommendations fromreasons for rejecting the Compensation and Personnel Committee regarding compensation for non-management directors for consideration by the Board of Directors. Our Corporate Governance Principles, as adopted by the Board of Directors, provide insight for the committee on the consideration of appropriate criteria forresignation. A director nominees. The committee is responsible for evaluating nominees for director and director candidates based on such criteria and for seeking to assure that the specific talents, skills and other characteristics needed to increase the effectiveness of the Board of Directors are possessed by an appropriate combination of directors.
In making recommendations of nominees to serve on the Board of Directors, the committee will examine each director nominee on a case-by-case basis, regardless of the source of the recommendation, and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint, and industry knowledge. However, the committee believes that, to be recommended as a director nominee, each candidate must:
display the highest personal and professional ethics, integrity and values;
have the ability to exercise sound business judgment;
be highly accomplished inwho tenders his or her respective field, with superior credentials and recognition and broad experience atresignation under this provision will not be present during the administrative and/deliberations or policy-making level in business, government, education, technology or public interest;
have relevant expertise and experience, and be able to offer advice and guidance to the Chief Executive Officer based on that expertise and experience;
be independent of any particular constituency, be able to represent all of our shareowners and be committed to enhancing long-term shareowner value; and
have sufficient time available to devote to activities of the Board of Directors and to enhance his or her knowledge of our business.
The Nominating and Governance Committee also believes that:
At least one director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as definedvoting by the applicable rules of the SEC;
Directors generally should be activeResignation Committee or former senior executive officers of public companies or leaders of major and/or complex organizations, including commercial, governmental, educational and other non-profit institutions; and
Directors should be selected so that the Board of Directors is a diverse body, with diversity reflecting age, gender, ethnicity and professional experience.
The Nominating and Governance Committee has determined that each nominee for director, as well as each continuing member of the Board of Directors, satisfies the applicable criteria for directors outlined above. In addition, the committee annually reviews particular attributes, qualities, experiences and skills attendant to the members of our Board of Directors. This review is documented in connection with a matrix of qualifications and experience that assesses directors in areas such as strategic leadership at a publicly-traded company or major organization, finance, operations, customer perspective, legal, regulatory, human resources, technology, risk management, environmental, safety, and diversity initiatives. Diversity is a component of our core value of respect. We strive to create a workplace in which people of diverse backgrounds, talents and perspectives support our mission. Diversity is reflected in our directors’ qualification and experience matrix, in the criteria specified for use in the evaluation of our director nominees by the committee, and in the Board of Directors’ responsibilities in advising and counseling
| | |
12 | | ALLIANT ENERGY I 2015 Proxy Statement |
MEETINGS AND COMMITTEES OF THE BOARD
management. Specifically, our Corporate Governance Principles provide that the Board of Directors is responsible for using the broad range of experiences and perspectives of directors to advise and counsel management, both in meetings and informal consultations, on significant issues facing the Company. In its annual performance evaluation, the committee assesses whether it effectively identifies individuals qualified to be nominated to the Board of Directors for election by the shareowners consistent with the criteria approved by the Board of Directors. We believe that our Board of Directors has been effective in assembling a diverse body of individuals as measured by the criteria of age, gender, ethnicity and professional experience specified in our Corporate Governance Principles as shown in the charts below.
Board Diversity
The Nominating and Governance Committee will consider nominees recommended by shareowners in accordance with our Nominating and Governance Committee Charter and our Corporate Governance Principles. Any shareowner wishing to make a recommendation should write to our Corporate Secretary at the address provided below and include appropriate biographical information concerning each proposed nominee. The Corporate Secretary will forward all recommendations to the Nominating and Governance Committee. The Nominating and Governance Committee evaluates the qualifications of candidates properly submitted by shareowners in the same manner as it evaluates the qualifications of director candidates identified by the committee or the Board of Directors. Our Bylaws also set forth certain requirements for shareowners wishing to nominate director candidates directly for consideration by shareowners. These provisions require such nominations to be made pursuant to timely notice (as specified in the Bylaws) in writing to our Corporate Secretary. Recommendations or nominations must be sent to the Corporate Secretary at the Company’s principal offices at Alliant Energy Corporation, 4902 N. Biltmore Lane, Madison, Wisconsin 53718.
We and the Nominating and Governance Committee maintain a file of recommended potential director nominees, which is reviewed at the time a search for a new director needs to be performed. To assist the committee in its identification of qualified director candidates to potentially replace Mr. Perdue (who resigned from our Board of Directors following his election to the United States Senate in 2014), the committee has engaged an outside search firm.
The Nominating and Governance Committee has the responsibility to periodically review and make recommendations to the Board of Directors regarding policies and procedures for selection ofwhether to accept the Chief Executive Officer and succession planning in the event of an emergency or the retirement of the Chief Executive Officer. The committee, in conjunction with the full Board, discusses succession planning and other management development issues at least annually and more often, as necessary.
The Nominating and Governance Committee is responsible for ensuring that new members of our Board of Directors have an appropriate orientation to our company and their responsibilities as directors to permit them to become familiar with the industry, business units and corporate governance processes of our company. The committee is also responsible for ensuring that a process is in place to provide educational opportunities on an ongoing basis to help assure that each director has the necessary skills to perform his or her responsibilities as a director. The committee has established a continuing education guideline for approximately one half of the members of our Board of Directors to attend a continuing education program every year.
Safety, Environmental, Policy and Operations Committee
The Committee held four joint meetings in 2014. The committee currently consists of A. K. Newhall (Chairman), P. E. Allen, M. L. Bennett, D. B. Hazel, S. B. McAllister and S. D. Whiting.
The Safety, Environmental, Policy and Operations Committee’s responsibilities are to review key issues of interest to us related to these topics. The committee (1) reviews environmental policy and planning issues, (2) reviews safety related issues and policies, (3) reviews and monitors regulatory matters and public policy issues of significance to the Company and (4) reviews and monitors issues of importance and strategic significance related to the Company’s operations. The committee generally advises the Board with respect to other matters related to environmental, safety, regulatory and operations issues of the Company.
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 13 | |
MEETINGS AND COMMITTEES OF THE BOARD
Executive Committee
The Executive Committee held no meetings in 2014. The committee currently consists of P. E. Allen, A. K. Newhall, D. C. Oestreich and C. P. Sanders, each the Chairman of a committee. Ms. Kampling is the Chairman and a non-voting member of this committee.
The purpose of the Executive Committee is to possess all the powers and authorities of the Board of Directors when the Board is not in session, except for the powers and authorities excluded for such a committee under the Wisconsin Business Corporation Law.
resignation offer.
e. Attendance and Performance Evaluations
Our Board of Directors held
nine10 joint
(Alliant Energy, IPL and WPL) board meetings in
2014.2016. Each director attended at least 75% of the aggregate number of meetings of the Board
of Directors and
Boardboard committees on which he or she served.
The Board of Directors and each
Boardboard committee conduct performance evaluations annually to determine their effectiveness and suggest improvements for consideration and implementation. In addition, the Compensation and Personnel Committee evaluates the performance of the Chief Executive Officer on an annual basis.
Members of our Board of Directors are expected to attend our
annual meetingAnnual Meeting of
shareowners.Shareowners. All members of our Board of Directors
with the exception of Mr. Perdue (who resigned from our Board of Directors following his election to the United States Senate in 2014) were present for our
20142016 Annual Meeting.
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14 | | ALLIANT ENERGY I 2015 Proxy Statement |
8 | ALLIANT ENERGY | 2017 Proxy Statement
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
a. Corporate Governance Principles and Director Independence
Our Board of Directors has adopted Corporate Governance Principles that, in conjunction with the Board committee charters, establish processes and procedures to help ensure effective and responsive governance by the Board. The Corporate Governance Principles are available on our website atwww.alliantenergy.com/investors under the “Corporate Governance” caption.
The Board of Directors has adopted certain categorical standards of independence to assist it in making determinations of director independence under the NYSE corporate governance listing standards. The categorical standards are available in Appendix A to our Corporate Governance Principles available on our website atwww.alliantenergy.com/investors under the “Corporate Governance” caption.
The Board of Directors also gave consideration to certain other factors in relation to an independence determination. Messrs. Allen and Hazel serve as a consultant or an executive officer of companies that are customers of our public utility subsidiaries. These customer relationships do not constitute a material relationship under the NYSE corporate governance listing standards cited above or the SEC rules governing related person transactions. Each of these circumstances, however, was evaluated under the applicable NYSE corporate governance listing standards and applicable SEC rules. The Board determined that these factors did not impair the independence of these directors.
Based on these standards and this evaluation, the Board of Directors has affirmatively determined by resolution that each of Messrs. Allen, Bennett, Hazel, Oestreich, and Perdue (during his term of service on the Board in 2014) and Mses. McAllister, Newhall, Sanders and Whiting has no material relationship with us and, therefore, is independent in accordance with the NYSE corporate governance listing standards. The Board of Directors will regularly review the continuing independence of the directors.
The Corporate Governance Principles provide that at least 75% of the members of the Board of Directors must be independent directors under the NYSE corporate governance listing standards. The Audit, Compensation and Personnel, and Nominating and Governance Committees must consist of all independent directors.
b. Related Person
f. Related-Person Transactions
We have adopted a written policy
suchregarding related-person transactions. The policy provides that we will annually disclose information regarding
related personrelated-person transactions as required by regulations of the SEC to be disclosed, or incorporated by reference, in our Annual Report on Form 10-K. For purposes of the
policy:The term “related person”policy “related-person” means any of our directors or executive officers, or nominee for director, and any member of the immediate family of such person.
A related personrelated-person transaction is generally a consummated or currently proposed transaction in which we were or are to be a participant, and the amount involved exceeds $120,000, and in which the related person had or will havea related-person has a direct or indirect material interest. A related personrelated-person transaction doesnot include: theThe payment of compensation by us to our executive officers, directors or nominees for director;director
aA transaction if the interest of the related personrelated-person arises solely from the ownership of our shares and all shareowners receive the same benefit on a pro rata basis;pro-rata basis
aA transaction in which the rates or charges involved are determined by competitive bids, or that involves the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed and in conformity with law or governmental authority; orauthority
aA transaction that involves our services as a bank, transfer agent, registrar, trustee under a trust indenture, or similar services.services
Furthermore, a related personrelated-person is not deemed to have a material interest in a transaction if the person’s interest arises only (i) fromonly:
From the person’s position as a director of another party to the transaction; (ii) fromtransaction
From the ownership by such person and all other related persons,related-persons, in the aggregate, of less than a 10% equity interest in another entity (other than a partnership) that is a party to the transaction; (iii) fromtransaction
From such person’s position as a limited partner in a partnership and all other related personsrelated-persons have an interest of less than 10% of, and the person is not a general partner of or holds another position in, the partnership; and (iv) frompartnership
From both such director position and ownership interest. interest
Pursuant to the policy, each of our executive officers, directors and nominees for director is required to disclose to the Nominating and Governance Committee certain information regarding
the related person transactionrelated-person transactions for review, approval or ratification by the
Nominating and Governance Committee. Suchcommittee. If possible, such disclosure to the
Nominating and Governance Committeecommittee should occur before
if possible, orthe related-person transaction occurs. In any event, disclosure is required as soon as practicable after the
related person transaction is effected
but in any eventor as soon as practicable after the executive officer, director or nominee for director becomes aware of the
related personrelated-person transaction.
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ALLIANT ENERGY I 2015 Proxy Statement | | | 15 | |
CORPORATE GOVERNANCE
The Nominating and Governance Committee’s decision whether to approve or ratify the
related personrelated-person transaction
should beis made
in accordance with a determination as tobased on whether
consummation of the transaction
would be, or has been,is contrary to the best interests of our
company.Company. The
Committeecommittee may take into account the effect of a director’s
related personrelated-person transaction on such person’s status as an independent member of our Board of Directors and eligibility to serve on
Boardboard committees under SEC and NYSE rules.
Based on these standards, we
We had no
related personrelated-person transactions in
2014,2016, and no
related personrelated-person transactions are currently proposed.
c.
g. Risk Oversight
Our Corporate Governance Principles provide that the Board of Directors is responsible for overseeing and understanding our vision and mission, strategic plan, overall corporate risk profile, risk parameters, and annual operating plan for monitoring whether these plans are being implemented effectively. The Board of Directors annually reviews management’s broad-based risk assessment. In 2016, this assessment identified key risks through discussions with senior management and other key personnel. The methodology of the risk assessment identifies key themes and trends, quantifies our key risks, and develops mitigation plans and strategies. This assessment provides the platform to develop appropriate audit plans and to ensure resources are devoted to areas having the highest risk. The Audit Committee discusses our policies with respect to risk assessment and risk management, our financial risk exposures, and the steps we have taken to monitor and control such exposures. The Safety, Environmental, Policy and Operations Committee also reviews and assesses risk in relation to our operations. The Board of Directors relies on the Compensation and Personnel Committee to address potential risks arising from our general compensation programs and policies for all employees. The Compensation and Personnel Committee conducted an assessment of these policies and practices in 2016 to determine whether any such risks were reasonably likely to have a material adverse effect on the Company. These results are described in further detail under “Compensation and Personnel Committee Risk Assessment” in the Compensation Discussion and Analysis.
h. Communication with Directors
Shareowners and other interested parties may communicate with the full Board of Directors, non-management directors as a group, or individual directors (including the Lead Independent Director) by providing such communication in writing to our Corporate Secretary who will post such communication directly to our Board of Directors’ confidential web portal.
i. Board of Directors Leadership
Structure; Executive SessionsStructure
Our Bylaws and our Corporate Governance Principles provide that the Board of Directors is responsible
to selectfor selecting a Chairman
of the Board of Directors and a Chief Executive
Officer.Officer (“CEO”). Our Corporate Governance Principles also provide that the Board of Directors
should havehas the flexibility to decide whether it is best for our
companyCompany that the two positions be filled by the same
individual and that, ifindividual. If the Chairman
of the Board is not an independent director, the
chairmanChairman of the Nominating and Governance Committee will be designated the Lead Independent Director. The Board of Directors has determined that the positions of Chairman of the Board
of Directors and
Chief Executive OfficerCEO should be held by one individual with the use of a Lead Independent Director. In choosing to combine the roles of Chairman
of the Board and
Chief Executive Officer,CEO, the Board of Directors has expressed its belief that our management, through the Chairman and
Chief Executive Officer,CEO, should have the primary accountability and the responsibility to act as the spokesperson for us. The Board of Directors believes that maintaining the positions of Chairman and
Chief Executive OfficerCEO in a single individual
will promotepromotes a consistent and accurate message to our investors, employees, customers, and other constituencies.
j. Lead Independent Director
As the Chairman of the Nominating and Governance Committee, Mr. Oestreich is currently designated as the Lead Independent Director. The Lead Independent Director is recognized by management and the Board of Directors as a key position of leadership within the Board of Directors. Our Corporate Governance Principles provide that the Lead Independent Director will preside at regular executive sessions of the Board of Directors, without management participation, though our Corporate Governance Principles do not grant the Lead Independent Director any special authority over management.
Since adopting the Lead Independent Director position in our Corporate Governance Principles, ourOur Lead Independent Director’s role
has developed to includealso encompasses additional board governance
activities.responsibilities. |
| | | | |
Lead Independent Director RoleRoles |
• Communicating applicable information from executive session deliberations to the Chairman and Chief Executive Officer; CEO |
• Reviewing with the Chairman and Chief Executive OfficerCEO items of importance for consideration by the Board of Directors;Directors |
• Acting as principal liaison between the independent directors and the Chairman and Chief Executive OfficerCEO on sensitive issues;issues |
• Discussing with the Chairman and Chief Executive OfficerCEO important issues to assess and evaluate views of the Board of Directors;Directors |
• Consulting with any or all of our independent directors, at the discretion of either party and with or without the attendance of the Chairman and Chief Executive Officer;CEO |
• In conjunction with the Nominating and Governance Committee, recommending to the Chairman the membership of the various board committees and selection of the board committee chairs;chairs |
• In conjunction with the Nominating and Governance Committee, interviewing all boarddirector candidates and making recommendations to the Board of Directors on director nominees;nominees |
• Mentoring and counseling new members of the Board of Directors to assist them in becoming active and effective directors;directors |
• In conjunction with the Nominating and Governance Committee and the Compensation and Personnel Committees,Committee, reviewing and approving the philosophy of, and program for, compensation of the independent directors; anddirectors |
• Evaluating, along with the other members of the Board of Directors, the Chief Executive Officer’sCEO’s performance and meeting with the Chief Executive OfficerCEO to discuss the Board of Directors’ evaluation.evaluation |
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16 | | ALLIANT ENERGY I 2015 Proxy Statement |
CORPORATE GOVERNANCE
We believe that the use of a Lead Independent Director has provenbeen effective for us and has greatly facilitated communication of important issues between the Board of Directors and the ChiefCEO.
k. Executive Officer. Mr. Oestreich is currently designated as the Lead Independent Director as the Chairman of the Nominating and Governance Committee. At every regular meeting of the Board of Directors, theSessions
The independent directors meet in executive session with no member of our management
present.d. Risk Oversight
Our Corporate Governance Principles provide thatpresent at every regular meeting of the Board of DirectorsDirectors.
l. Rights Plan
The Alliant Energy Corporation Shareowner Rights Plan (sometimes called a “poison pill”) is responsible for overseeingset to expire on December 11, 2018. The board currently has no intention to redeem the Shareowner Rights Plan and understanding our vision and mission, strategic plan, overall corporate risk profile, risk parameters, and annual operating plan for monitoring whether these plans are being implemented effectively. to allow it to naturally expire at the end of the term.
10 | ALLIANT ENERGY | 2017 Proxy Statement
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors
annually conducts a broad-based risk assessment. For 2014, this risk assessment was conducted in association with reviews by our senior manager of strategic planning. The methodology of the risk assessment identifies key themeshas five standing committees: (1) Audit; (2) Compensation and
trends, quantifies our key risks,Personnel; (3) Nominating and
develops mitigation plans and strategies. This assessment provides the platform to develop appropriate audit plans and to ensure resources are devoted to areas having the highest risk. This assessment culminates in the Strategic Risk Assessment Report to the Board of Directors. On an ongoing basis, the Audit Committee regularly discusses our policies with respect to risk assessment and risk management, our financial risk exposures, and the steps we have taken to monitor and control such exposures. TheGovernance; (4) Safety, Environmental, Policy and
Operations Committee also regularly reviewsOperations; and
assesses risk in relation to our operations.(5) Executive. The Board of Directors
relies onhas adopted formal written charters for each of the
Compensation and Personnel Committee to address potential risks arising from our general compensation programs and policies for all employees. The Compensation and Personnel Committee conducted an assessment of these policies and practices in 2014 to determine whether any such risks were reasonably likely to have a material adverse effect on the Company. These resultsstanding committees, which are
described in further detail under “Compensation Committee Risk Assessment” in the Compensation Discussion and Analysis section.e. Communication with Directors
Shareowners and other interested parties may communicate with the full Board, non-management directors as a group, or individual directors (including the Lead Independent Director) by providing such communication in writing to our Corporate Secretary at Alliant Energy Corporation, 4902 N. Biltmore Ln., Madison, Wisconsin, 53718, who will post such communication directly to our Board of Directors’ confidential web portal.
f. Ethical and Legal Compliance Policy
We have adopted a Code of Conduct that serves as our code of ethics and applies to all employees, including our chief executive officer, chief financial officer, and chief accounting officer, as well as our Board of Directors. We make our Code of Conduct available on our website at
www.alliantenergy.com/investors under the “Corporate Governance” caption. We intend to satisfylink. Directors serve on the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct by posting such information on our website.following committees:
|
| | | | | |
ALLIANT ENERGY I 2015 Proxy Statement | Audit | Compensation and Personnel | Nominating
and
Governance | Safety,
Environmental, Policy and
Operations | Executive |
| Patrick E. Allen | C | | 17 | ü | ü |
| Michael L. Bennett | ü | | ü | | |
| Deborah B. Dunie | | ü | | ü | |
| Darryl B. Hazel | | ü | | C | ü |
| Patricia L. Kampling | | | | | C* |
| Singleton B. McAllister | | ü | ü | | |
| Thomas F. O’Toole | ü | | | ü | |
| Dean C. Oestreich | ü | | C | | ü |
| Carol P. Sanders | | C | ü | | ü |
| Susan D. Whiting | | ü | | ü | |
C = Committee Chairman C* = Non-Voting Committee Chairman ü= Member
The following is a description of each committee. The committees of the Board of Directors of IPL and WPL, including the composition and independence of the committees, are identical to the committees of the Company’s Board of Directors. The term “joint meetings” in the following descriptions refer to meetings of the Company, IPL and WPL. Except as otherwise noted, all meetings were held jointly.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
|
| | |
| 1. Audit Committee |
| Members | Patrick E. Allen, Chair Michael L. Bennett Thomas F. O’Toole Dean C. Oestreich |
| Independence and Financial Expertise | All members are independent as required by the NYSE Corporate Governance Listing Standards and applicable SEC rules. The Board of Directors has determined that Mr. Allen, Mr. Bennett, and Mr. Oestreich are audit committee financial experts and that all members are financially literate within the meaning of the NYSE Corporate Governance Listing Standards. |
| Meetings | The committee held five meetings in 2016. |
| Charter | The committee charter is available on our website at www.alliantenergy.com/investors under the “Corporate Governance” link. |
| Responsibilities | The primary responsibilities of the Audit Committee are: |
| • | Engaging and overseeing the Company’s independent auditors (taking into account the vote on shareowner ratification), considering the qualifications and performance of the independent auditors, periodically reviewing and evaluating the lead audit partner of the independent auditors and periodically considering whether there should be rotation of the independent auditors |
| • | Pre-approving all audit engagement services and permitted non-audit services to be performed by the independent auditors |
| • | Reporting to the Board of Directors on the quality and integrity of the Company’s financial statements and its related internal controls over financial reporting, and reviewing with management and the independent auditors (1) the Company’s annual and quarterly financial statements and other financial disclosures, including earnings press releases and earnings guidance; and (2) major issues as to the adequacy of the Company’s internal control over financial reporting |
| • | Reviewing with the independent auditors and the Company’s internal auditors the overall scope and plans for their respective audits |
| • | Preparing the Report of the Audit Committee for inclusion in the Company’s proxy statement |
| • | Reviewing and assessing the guidelines and policies governing the Company’s risk management processes, the Company’s major financial risk exposures and actions taken to monitor and control such risk exposures |
| • | Reviewing the status of the Company’s compliance with laws, regulations, and internal procedures and monitoring contingent liabilities and risks that may be material to the Company |
| • | Establishing procedures for the Company to receive, retain and respond to the confidential, anonymous submission by employees of concerns regarding accounting and auditing matters or other federal securities law matters |
12 | ALLIANT ENERGY | 2017 Proxy Statement
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
|
| | |
| 2. Compensation and Personnel Committee |
| Members | Carol P. Sanders, Chair Deborah B. Dunie Darryl B. Hazel Singleton B. McAllister Susan D. Whiting |
| Independence | All members are independent as required by the NYSE Corporate Governance Listing Standards and applicable SEC rules. |
| Meetings | The committee held eight meetings in 2016. |
| Charter | The committee charter is available on our website at www.alliantenergy.com/investors under the “Corporate Governance” link. |
| Responsibilities | The primary responsibilities of the Compensation and Personnel Committee are: |
| • | Overseeing compensation philosophy and policies relating to compensation of the Company’s executives |
| • | Setting corporate goals and objectives relevant to CEO and executive compensation and evaluating the CEO’s performance compared to those goals |
| • | Determining and approving the CEO’s compensation and benefits based on the CEO’s performance |
| • | Reviewing the recommendations of the CEO with regard to the compensation of the other executive officers and approving such compensation |
| • | Reviewing and approving stock ownership guidelines |
| • | Reviewing the Compensation Discussion and Analysis and producing a Compensation and Personnel Committee Report for inclusion in the Company’s proxy statement |
| • | Evaluating its relationship with any compensation consultant for any conflicts of interest and assessing the independence of any legal, compensation or other external advisors |
| • | Overseeing the design of all employee benefit plans and programs of the Company, its subsidiaries and divisions |
| • | Evaluating and recommending to the Nominating and Governance Committee the compensation of directors |
| Additional information on the roles and responsibilities of the Compensation and Personnel Committee is provided in the Compensation Discussion and Analysis beginning on page 22 of this Proxy Statement. |
Compensation Advisor
The Compensation and Personnel Committee has engaged Pay Governance LLC as its independent external advisor to analyze the competitive level of executive compensation and provide information regarding executive compensation trends. The committee reviewed its relationship with Pay Governance, considered Pay Governance’s independence and the existence of potential conflicts of interest, and determined that the engagement of Pay Governance did not raise any conflict of interest or other issues that would adversely impact Pay Governance’s independence. In reaching this conclusion, the committee considered various factors, including:
Whether Pay Governance and its advisors provide other services to us
The amount of fees we pay to Pay Governance as a percentage of Pay Governance’s total revenues
The policies and procedures that Pay Governance has implemented to prevent conflicts of interest
Any business or personal relationship of an individual Pay Governance advisor working with us or with a member of the committee
Any of our stock owned by the individual Pay Governance advisor working with us
Any business or personal relationships between our executive officers and Pay Governance or the Pay Governance advisor working with us
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Delegation
The Compensation and Personnel Committee has delegated to the Total Compensation Committee various design and administrative responsibilities associated with our compensation and benefit plans for non-executive salaried and hourly employees. The Total Compensation Committee is a management committee comprised of at least four vice presidents of the Company. In addition, the Compensation and Personnel Committee has delegated to the Investment Committee various responsibilities regarding managing investment assets of our benefit and compensation plans and programs. The Investment Committee is comprised of at least three, but no more than six, members including at least two officers of the Company who are generally knowledgeable in investment and financial matters.
Compensation and Personnel Committee Interlocks and Insider Participation
No person who served as a member of the Compensation and Personnel Committee during 2016 (a) served as one of our officers or employees or (b) has any relationship requiring disclosure as a related-person transaction under Item 404 of the SEC’s Regulation S-K. None of our executive officers serve as a member of the Board of Directors or compensation committee of any other company that has an executive officer serving as a member of our Board of Directors or our Compensation and Personnel Committee.
|
| | |
| 3. Nominating and Governance Committee |
| Members | Dean C. Oestreich, Chair Michael L. Bennett Singleton B. McAllister Carol P. Sanders |
| Independence | All members are independent as required by the NYSE Corporate Governance Listing Standards and applicable SEC rules. |
| Meetings | The committee held five meetings in 2016. |
| Charter | The committee charter is available on our website at www.alliantenergy.com/investors under the “Corporate Governance” link. |
| Responsibilities | The primary responsibilities of the Nominating and Governance Committee are: |
| • | Developing criteria and qualifications, including independence standards, for selecting director candidates and identifying qualified candidates for membership on the Board of Directors and board committees |
| • | Making recommendations to the board concerning the composition, size, structure and activities of the Board of Directors and board committees |
| • | Assessing and reporting to the Board of Directors on the performance and effectiveness of the Board of Directors and board committees |
| • | Ensuring that directors receive continuing director education |
| • | Reviewing and determining whether to approve or ratify any related-person transactions |
| • | Reviewing and reporting to the Board of Directors with respect to director compensation and benefits |
| • | Developing and recommending to the Board of Directors corporate governance principles and other corporate governance policies and practices |
| • | Overseeing the evaluation of management and development of succession plans for the Company’s CEO |
The Nominating and Governance Committee is responsible for evaluating nominees for director and director candidates. The committee has criteria to ensure that the specific skills, qualifications and experiences necessary to the effectiveness of the Board of Directors are fully represented on the board. Each time an opening occurs on the board, the committee considers these skills, qualifications and experiences, which are listed on page 1, and seeks a board candidate who supplements the skills, qualifications and experiences of current board members.
14 | ALLIANT ENERGY | 2017 Proxy Statement
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
In fulfilling its responsibility to identify qualified candidates for membership on the Board of Directors, the Nominating and Governance Committee also considers, among other factors, the following attributes of candidates:
Highest personal and professional ethics, integrity and values
Highly accomplished in his or her respective field, with superior credentials and recognition and broad experience at the administrative and/or policy-making level in business, government, education, technology or public interest
Ability to exercise sound business judgment
Independence from any particular constituency, able to represent all of our shareowners and commitment to enhancing long-term shareowner value
Relevant expertise and experience, and the ability to offer advice and guidance to the CEO based on that expertise and experience
Sufficient time available to devote to activities of the Board of Directors and to enhance his or her knowledge of our business
The Nominating and Governance Committee maintains a file of potential director nominees, which is reviewed when we search for a new director. The committee has also engaged a national consulting firm to perform searches for director candidates who meet the current needs of the board. When a consulting firm is retained to assist in the search process for a director, a fee is paid to that firm.
The Nominating and Governance Committee will consider recommendations for director nominees made by shareowners and evaluate them using the same criteria as for other candidates. Recommendations received from shareowners are reviewed by the Chair of the committee to determine whether each candidate meets the minimum membership criteria set forth in the Corporate Governance Guidelines and, if so, whether the recommended candidate’s expertise and particular set of skills and background fit the current needs of the Board of Directors. Any shareowner recommendation must be sent to the Corporate Secretary of Alliant Energy at 4902 North Biltmore Lane, Madison, Wisconsin 53718 and must include biographical information. Shareowners wishing to nominate director candidates directly for consideration by shareowners must write to our Corporate Secretary in a timely manner as specified in our Bylaws.
Board of Directors Diversity
Diversity is a component of our core value of respect. We strive to create a workplace in which people of diverse backgrounds, talents and perspectives support our mission. The Nominating and Governance Committee seeks a Board of Directors with diverse opinions, perspectives and backgrounds. We believe we have been effective in assembling a diverse body of individuals as measured by the criteria of age, gender, ethnicity and skills,qualifications and experience specified in our Corporate Governance Principles as shown in the charts above. Sixty percent of our directors are women or ethnically diverse individuals.
|
| | |
| 4. Safety, Environmental, Policy and Operations Committee |
| Members | Darryl B. Hazel, Chair Patrick E. Allen Deborah B. Dunie Thomas F. O’Toole Susan D. Whiting |
| Independence | All members are independent as defined by the NYSE Corporate Governance Listing Standards. |
| Meetings | The committee held five meetings in 2016. |
| Charter | The committee charter is available on our website at www.alliantenergy.com/investors under the “Corporate Governance” link. |
| Responsibilities | The primary responsibilities of the Safety, Environmental, Policy and Operations Committee are: |
| • | Reviewing and overseeing environmental policy and planning issues |
| • | Reviewing and overseeing safety issues and policies |
| • | Reviewing and monitoring regulatory matters and public policy issues of significance to the Company |
| • | Reviewing and monitoring issues of strategic importance related to the Company’s operations |
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
|
| |
| 5. Executive Committee |
| Members | Patricia L. Kampling, Chair (non-voting) Patrick E. Allen Darryl B. Hazel Dean C. Oestreich Carol P. Sanders |
| Independence | All members except Ms. Kampling are independent as defined by the NYSE Corporate Governance Listing Standards. |
| Meetings | The committee held no meetings in 2016. |
| Charter | The committee charter is available on our website at www.alliantenergy.com/investors under the “Corporate Governance” link. |
| Responsibilities | The Executive Committee possesses all the power and authority of the Board of Directors when the board is not in session. |
16 | ALLIANT ENERGY | 2017 Proxy Statement
2016 DIRECTOR COMPENSATION
The following table summarizes the compensation paid to, or earned by, our non-employee directors during 2016.
|
| | | | |
Name(1) | Fees Earned
or Paid in
Cash ($)(2) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(3) | All Other
Compensation
($)(4) | Total ($) |
| Patrick E. Allen | $215,000 | $0 | $6,500 | $221,500 |
| Michael L. Bennett | $203,500 | $0 | $22,462 | $225,962 |
| Deborah B. Dunie | $200,000 | $0 | $0 | $200,000 |
| Darryl B. Hazel | $210,000 | $0 | $10,000 | $220,000 |
| Singleton B. McAllister | $200,000 | $474 | $0 | $200,474 |
| Thomas F. O'Toole | $203,500 | $0 | $0 | $204,593 |
| Dean C. Oestreich | $233,500 | $6,019 | $0 | $239,519 |
| Carol P. Sanders | $212,500 | $128 | $0 | $212,628 |
| Susan D. Whiting | $200,000 | $0 | $0 | $200,000 |
| |
| (1) | Directors who also are employees at the time of service, such as Ms. Kampling, receive no additional compensation for their service on our Board of Directors and are not included in this table. The compensation received by Ms. Kampling for 2016 is shown in the Summary Compensation Table. |
| |
| (2) | The amounts shown in this column include the following aggregate dollar amounts deferred and the corresponding number of shares of common stock credited in our Alliant Energy Deferred Compensation Plan Stock Account by each of the following directors: |
|
| | |
| Name | Aggregate Dollar
Amounts Deferred | Number of Shares of Common Stock Credited |
| Patrick E. Allen | $107,500 | 3,003 |
| Michael L. Bennett | $100,000 | 2,794 |
| Thomas F. O’Toole | $100,000 | 2,794 |
| Dean C. Oestreich | $116,750 | 3,262 |
| Carol P. Sanders | $85,000 | 2,375 |
| Susan D. Whiting | $60,000 | 1,676 |
| |
| (3) | The amounts shown in this column represent above market interest on non-qualified deferred compensation. |
| |
| (4) | For Mr. Bennett, the amounts in this column include $12,462 attributable to director charitable award premiums under our Directors’ Charitable Award Program. Ms. McAllister also participates in this program, but no additional premiums are necessary to fund her participation, and accordingly no amount is shown for her participation. The other amounts in this column include payments made to charities through the Alliant Energy matching gift program. Infrequently, spouses and guests of directors accompany the directors on a corporate aircraft when the aircraft is already going to a specific destination for a business purpose at no aggregate incremental cost to the Company. |
a. Retainer Fees
In 2016, all non-employee directors, each of whom served on the Boards of Directors of the Company, IPL and WPL, received an annual retainer for service on all boards, payable quarterly in advance. The following table describes the annual retainer received for service in 2016 and the annual retainer that will be received for service in 2017, as well as other fees for director services. Fees for 2016 and 2017 were based on a review of market-based compensation for non-employee directors presented by the Compensation and Personnel Committee’s independent consultant.
|
| | | | | | | |
| Year | Annual
Retainer for
Service on All
Boards | Lead
Independent
Director | Chairman of
the Audit
Committee | Chairman of the
Compensation
and Personnel
Committee | Chairman of
the Nominating
and
Governance
Committee | Chairman of
the Safety,
Environmental,
Policy and
Operations
Committee | Other Audit
Committee
Members |
| 2016 | $200,000 | $20,000 | $15,000 | $12,500 | $10,000 | $10,000 | $3,500 |
| 2017 | $220,000 | $25,000 | $20,000 | $15,000 | $12,500 | $12,500 | $5,000 |
b. Meeting Fees
In 2016, directors did not receive any additional compensation for attendance at board or committee meetings. The same will apply for 2017.
c. Expense Reimbursements
Pursuant to our directors’ expense reimbursement policy, we reimburse all directors for travel and other necessary business expenses incurred in the performance of their responsibilities for us. Committees are provided the opportunity to retain outside independent advisors, as needed. We also extend coverage to directors under our Directors’ and Officers’ Indemnity Insurance Policies.
d. Receipt of Fees in Stock
For fees paid in 2016, each director was encouraged to voluntarily elect to use a portion of his or her cash retainer to purchase shares of our common stock pursuant to our Shareowner Direct Plan, or to defer such amount through the Company Stock Account in the Alliant Energy Deferred Compensation Plan. The same applies to 2017 compensation. A non-employee director may elect to receive, or the Compensation and Personnel Committee may require that a non-employee director be paid, all or any portion of his or her annual cash retainer payment or other cash fees in the form of shares of common stock issued under our Amended and Restated 2010 Omnibus Incentive Plan.
e. Share Ownership Guidelines
Directors are required to be shareowners. The target share ownership level for non-management directors is the number of shares equal to the value of two times the full annual retainer. Directors have five years after joining the Board of Directors to attain the ownership guideline. Shares held by directors in the Shareowner Direct Plan and the Alliant Energy Deferred Compensation Plan are included in the target goal. As of December 31, 2016, all non-management directors had met the target ownership level, with the exception of Ms. Dunie and Mr. O’Toole who became directors in 2015. We continue to monitor the status of the target ownership levels and review them with the Board of Directors.
f. Alliant Energy Deferred Compensation Plan
Under the Alliant Energy Deferred Compensation Plan, directors may elect to defer all or part of their retainer fee to an Interest Account, Equity Account, Company Stock Account or Mutual Fund Account. Deferrals credited to the Interest Account receive an annual return based on the 10-year Treasury Bond Rate plus 1.50%. Deferrals credited to the Equity Account are treated as invested in an S&P 500 index fund. Deferrals credited to the Mutual Fund Account are treated as invested in a mutual fund or other investment vehicle offered under our Alliant Energy Corporation 401(k) Savings Plan as made available by our Investment Committee and selected by the director. Deferrals credited to the Company Stock Account are treated as though invested in our common stock and are credited with dividend equivalents, which are treated as if reinvested in our common stock. Payments from our Alliant Energy Deferred Compensation Plan by reason of death or disability may be made in a lump sum or in annual installments for up to 10 years at the election of the director. Payments from our Alliant Energy Deferred Compensation Plan for any reason other than death or retirement are made in a lump sum.
g. Directors’ Charitable Award Program
We maintain a Directors’ Charitable Award Program in which certain of our directors participate. The Board of Directors has terminated this program for all directors who joined the board after January 1, 2005. The participants in this program currently are Mr. Bennett and Ms. McAllister. The purpose of the program is to recognize our directors’ interest in supporting worthy charitable institutions. Under the program, when a director dies, we will donate a total of $500,000 to up to five qualified charitable organizations selected by the individual director. The individual director derives no financial benefit from the program. We take all deductions for charitable contributions and we fund the donations through life insurance policies on the directors. Over the life of the program, all costs of donations and premiums on the life insurance policies, including a return of our cost of funds, will be recovered through life insurance proceeds on the directors. The program, over its life, will not result in any material cost to us. The cost of the program to us for the individual directors participating in 2016 is included in the “2016 Director Compensation” table above.
h. Alliant Energy Matching Gift Program
Directors are eligible to participate in the Alliant Energy Foundation, Inc. matching gift program, which is generally available to all employees and retirees. Under this program, the foundation matches 100% of charitable donations over $50 to eligible charities. In 2016, the amount of matching contributions was capped at $10,000 per year for each director.
18 | ALLIANT ENERGY | 2017 Proxy Statement
OWNERSHIP OF VOTING SECURITIES
OWNERSHIP OF VOTING SECURITIES
Listed
in the following tablebelow are the number of shares of our common stock beneficially owned as of March
2, 2015,1, 2017 by (1) the executive officers listed in the Summary Compensation Table, (2) all of our director nominees and directors, and (3) all director nominees, directors and
the executive officers as a group. No individual director or
executive officer owned more than 1% of the outstanding shares of common stock on that date. The directors and executive officers as a group owned less than 1% of the outstanding shares of common stock on that date. No director or
executive officer owns any other equity of Alliant Energy Corporation or any of its subsidiaries. None of the shares held by the
executive officers and directors are pledged.
| |
| | |
Name of Beneficial Owner | |
| Shares
Beneficially
Owned(1) |
|
EXECUTIVE OFFICERS | | | | |
Patricia L. Kampling | 218,945 | | 109,516 | (2)
|
Robert J. Durian | 11,999 |
|
| James H. Gallegos | 43,594 |
|
| John O. Larsen | 43,277 |
|
| Wayne A. Reschke | 31,792 |
|
| Thomas L. Hanson | 70,795 |
| 43,304
| (2)
|
James H. Gallegos
DIRECTOR NOMINEES | |
| Patrick E. Allen | 21,82618,576 | (2)
|
Douglas R. Kopp
Singleton B. McAllister | 32,622 |
|
| Susan D. Whiting | 17,145 |
|
| DIRECTORS | |
| Michael L. Bennett | 10,57690,072 | (2)
|
John O. Larsen
Deborah B. Dunie | 7,350 | | 24,566 | (2)
|
DIRECTOR NOMINEES
Darryl B. Hazel | 25,874 | | |
|
Ann K. Newhall
Thomas F. O’Toole | 3,076 | | 22,990 | (2)
|
Dean C. Oestreich | 62,672 | | 26,399 | (2)
|
Carol P. Sanders | 53,864 | | 22,775 | (2)
|
DIRECTORS
| | | | |
Patrick E. Allen
| | | 5,602 | (2) |
Michael L. Bennett
| | | 39,227 | (2) |
Darryl B. Hazel
| | | 12,088 | (2) |
Singleton B. McAllister
| | | 15,294 | (2) |
Susan D. Whiting
| | | 2,790 | (2) |
All Executive Officers and Directors as a Group (14(17 people) | 754,591 | | 362,325 | (2)
|
| |
| (1) | Total shares of Company common stock outstanding as of March 2, 20151, 2017 were 110,974,736. |
(2) | 227,806,099. Executive officers and directors own fractional shares of common stock. Fractional shares have been rounded to the nearest whole share in this table and in this footnote. Included in the beneficially owned shares shown are the following number of shares of common stock held in deferred compensation plans: Mr. Allen — 3,984,15,127, Mr. Bennett — 38,680,88,911, Mr. Hazel — 11,334,24,259, Ms. Kampling — 1,816,3,888, Ms. McAllister — 8,981, Ms. Newhall19,224, Mr. O’Toole — 22,295,2,876, Mr. Oestreich — 25,399,60,672, Ms. Sanders — 22,775,53,864, Ms. Whiting — 2,690,11,545, Mr. Gallegos — 257,990, Mr. Larsen — 16,249, and Mr. Hanson — 4,645, Mr. Kopp — 538, Mr. Larsen — 7,577,9,943 (all executive officers and directors as a group — 150,971)308,830). |
OWNERSHIP OF VOTING SECURITIES
The following table sets forth information regarding beneficial ownership by the only
personsowners known to us to own more than 5% of our common stock. The beneficial ownership set forth below has been reported on Schedule 13G filings with the SEC by the beneficial owners, as of the date provided below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount and Nature of Beneficial Ownership | |
| | | Voting Power | | Investment Power | | | | | | | | |
Name and Address of Beneficial Owner | | Sole | | | Shared | | | | | Sole | | | Shared | | | | | Aggregate | | | | | Percent
of Class | |
BlackRock, Inc. (and certain affiliates) 55 East 52nd Street New York, NY 10022 (dated as of January 9, 2015) | | | 10,900,614 | | | | 0 | | | | | | 11,552,624 | | | | 0 | | | | | | 11,552,624 | | | | | | 10.40 | % |
The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355 (dated as of February 9, 2015) | | | 114,820 | | | | 0 | | | | | | 6,962,153 | | | | 93,160 | | | | | | 7,055,313 | | | | | | 6.35 | % |
|
| | | | | | | | | | |
| Amount and Nature of Beneficial Ownership |
| | Voting Power | Investment Power | | | |
Name and Address of Beneficial Owner | Sole | Shared | | Sole | Shared | | Aggregate | | Percent
of Class |
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 (dated as of March 10, 2017) | 384,372 | 94,246 | | 22,439,194 | 451,056 | | 22,890,250 | | 10.05 | % |
BlackRock Inc. 55 East 52nd Street New York, NY 10055 (dated as of January 18, 2017) | 18,693,047 | 0 | | 20,757,445 | 0 | | 20,757,445 | | 9.10 | % |
State Street Corporation One Lincoln Street Boston, MA 02111 (dated as of February 6, 2017) | 0 | 12,054,898 | | 0 | 12,054,898 | | 12,054,898 | | 5.30 | % |
We own all of the outstanding common stock of IPL and WPL.
All preferred shares of WPL were redeemed in 2013. None of our directors or officers owned any shares of preferred stock of IPL during
2014,2016, and we are not aware of any person who beneficially owns more than 5% of IPL’s preferred stock.
| | |
18 | | ALLIANT ENERGY I 2015 Proxy Statement |
20 | ALLIANT ENERGY | 2017 Proxy Statement
OWNERSHIP OF VOTING SECURITIES
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors, certain officers and persons who own more than 10% of a registered class of a company’s equity securities to file reports of ownership and changes in ownership of such equity securities with the SEC and furnish copies of those reports to such company. As a matter of practice, the Company’s Legal Department assists the Company’s directors and executive officers and subsidiary directors and executive officers in the preparation of initial reports of ownership and reports of changes in ownership and files those reports with the SEC on their behalf. Based on the written representations of the reporting persons and on copies of the reports filed with the SEC, the Company believes that all reporting persons of the Company and its subsidiaries satisfied the filing requirements in 2016.
COMPENSATION DISCUSSION AND ANALYSIS
22 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
I. INTRODUCTION
This compensation discussion
Our strategic plan focuses on creating customer growth and
analysis describes material information relatedvalue across IPL’s and WPL’s service territories. Customers have evolving expectations and access to
Alliant Energy’s compensation philosophy, policies, and practices with respect to our named executive officers. For calendar year 2014, our named executive officers and their titles as of December 31, 2014 were as follows: | | |
| | 1. Patricia L. Kampling: Chairman of the Board of Directors; Chief Executive Officer and President; Chairman and Chief Executive Officer of Interstate Power and Light Company (“IPL”) and Wisconsin Power and Light Company (“WPL”)
2. Thomas L. Hanson: Senior Vice President and Chief Financial Officer
3. James H. Gallegos: Senior Vice President, General Counsel & Corporate Secretary
4. Douglas R. Kopp: Senior Vice President; President of IPL
5. John O. Larsen: Senior Vice President; President of WPL
|
This compensation discussion and analysis also includesincreasingly competitive alternatives for energy. As a result, providing customized energy solutions while aggressively managing customer prices remains at the following:
A summary of corporate achievements and the alignment of performance and executive pay;
A summarycenter of our executive compensation pay practices, objectives and principles;
Our process for setting executive compensation; and
A description of the componentsstrategic plan. Successful implementation of our executive compensation program and compensation decisionsstrategic plan will result in increased earnings for 2014.
II. EXECUTIVE SUMMARY
Alliant Energy’s core businessus while limiting cost increases for our customers. The strategic plan is generating and delivering regulated electric service and delivering natural gas service within our Iowa, Wisconsin, and Minnesota service territories. We deliver value to our shareowners and customers through threebuilt upon two key elements: competitive costs, safeGrowth and reliable service, and responsible resources. We refer to the achievement of these elements as our strategic plan.
Optimization.
Our executive compensation program is designed to promote our strategic
planplan. It does so by providing market-based
performance pay and rewarding
strong performance.achievement of our strategic plan. The principles and components of our compensation program are regularly reviewed by our Compensation and Personnel Committee, our Chief Executive Officer and
ourthe compensation consultant to ensure
that they meet the objectives of the program.
|
| |
| Our named executive officers (“NEOs”) for 2016 are: |
| 1. | Patricia L. Kampling: Chairman of the Board of Directors; President and Chief Executive Officer; Chairman and Chief Executive Officer of IPL and WPL |
| 2. | Robert J. Durian: Vice President, Chief Financial Officer and Treasurer |
| 3. | James H. Gallegos: Senior Vice President, General Counsel and Corporate Secretary |
| 4. | John O. Larsen: Senior Vice President; President of WPL |
| 5. | Wayne A. Reschke: Senior Vice President |
| 6. | Thomas L. Hanson: Former Senior Vice President and Chief Financial Officer |
Mr. Hanson was Senior Vice President and Chief Financial Officer until December 1, 2016, when Mr. Durian became Vice President, Chief Financial Officer and Treasurer. Mr. Hanson was Senior Vice President until December 31, 2016.
II. HOW WE PERFORMED
a.
Executive Compensation is Linked to Company PerformanceIn 2014, we delivered strong financial2016 Highlights
Highlights of our 2016 performance
both to shareowners and customers, includinginclude the following:
2014 utility and service companyAdjusted earnings per share (“EPS”) from continuing operations of $3.37 exceeded the target$1.89
Dividend of $3.30 and represented a 4% increase over 2013 adjusted results;$1.175 per common share
For the one-, three-, and five-year periods ending on December 31, 2014, our total shareowner returns were approximately 33%, 69%, and 169%, respectively;
At the end of 2014, our relative totalTotal shareowner return compared to the Edison Electric Institute (“EEI”) Stock Index was in the 65th percentileof 63% for that year, the 77th percentile over the last three years and the 94th percentile over the last five years;
2014 adjusted cash flows from our utilities and service companyLong-term emissions reduction of $861 million exceeded the 201495.8%
Reliability rating of 111.6% of target of $810 million (adjustments are described below under “Components of the Executive Compensation Program — Short-term (Annual) Performance Pay Plan”); and
Cumulative, operational goal performance in 2014 was above target (based on goals described below under Components of the Executive Compensation Program — Short-term (Annual) Performance Pay Plan).
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 19 | |
COMPENSATION DISCUSSION AND ANALYSIS
b. Pay for Performance Alignment
Our performance pay programs are designed to reflect company performance. The following table
demonstrates the link between corporate performance and executive pay by showingshows the relationship between
the results of financial performance goals and executive
incentive payouts over the past three years:
| | | | | | | | | | | | |
| | | | | | |
| Year | | Adjusted
Utility
EPS From
Continuing
Operations(1) | | Target Adjusted
Utility EPS from
Continuing
Operations | | Annual
Performance
Payout as % of
Target | | Relative Total
Shareowner
Return (Three
Years)(2) | | Performance
Share Payout
as %
of Target(3) | | Performance- Contingent Restricted Stock Vesting(3) |
2012 | | $2.87 | | $2.75 | | 119% | | 89th percentile | | 197.5% | | No |
2013 | | $3.24 | | $3.00 | | 136% | | 69th percentile | | 147.5% | | Yes(4) |
2014 | | $3.37 | | $3.30 | | 113% | | 77th percentile | | 167.5% | | Yes(5) |
|
| | | | | | |
| Year | Adjusted
EPS from
Continuing
Operations(1) | Target Adjusted
EPS from
Continuing
Operations | Annual
Performance
Payout as % of Target | Relative Total
Shareowner
Return (Three Years)(2) | Performance
Share Payout
as %
of Target(3) | Performance- Contingent Restricted Stock Vesting(3) |
| 2014 | $1.68 | $1.65 | 113% | 77th percentile | 167.5% | Yes(4) |
| 2015 | $1.78 | $1.80 | 103% | 76th percentile | 165.0% | No |
| 2016 | $1.89 | $1.88 | 107% | 69th percentile | 147.5% | Yes(4) |
| |
| (1) | Throughout this discussion, referencesAdjusted EPS in 2014 refers to utility EPS include earnings from our utilities and service companycompany. Adjusted EPS in 2015 refers to consolidated earnings from continuing operations. 2016 GAAP EPS from consolidated earnings from continuing operations was $1.65. Non-GAAP EPS excluded adjustments of ($0.23) for asset valuation charges related to the Franklin County wind farm and is($0.01) for transmission subsidiary return on equity reserves. All Alliant Energy share information and per share amounts have been adjusted to reflect a metric on which annual performance payouts are based.two-for-one common stock split distributed in May 2016. |
| |
| (2) | Total Shareowner Returnshareowner return as compared to the EEIEdison Electric Institute Stock Index. |
| |
| (3) | Performance shares and performance-contingent restricted stock became payable or vested, as applicable, for achievement of performance goals with respect to the year indicated in the table. Performance shares vest based on relative total shareowner return over a three-year period and performance-contingent restricted stock vests based on achievement of consolidated net income from continuing operations. |
| |
| (4) | Reflects vesting with respect toAt the end of 2014, grants of 2013 of theperformance-contingent restricted stock grants made in 2011 and 2012vested based on 2013achievement of consolidated net income from continuing operations. At the end of 2016, grants of 2014 performance-contingent restricted stock vested based on achievement of consolidated net income from continuing operations. |
(5) | Reflects vesting with respect to 2014 of the restricted stock grant made in 2013 based on 2014 consolidated net income from continuing operations. |
b. Key Governance and Pay Practices
Our executive compensation program features best practices in compensation design and governance practices, including:
|
• Performing regular reviews of the program as directed by the Compensation and Personnel Committee;
• Delivering all equity-based compensation through performance-based vehicles;
• Maintaining stock ownership guidelines for executive officers and directors;
• Prohibiting the pledging and hedging of Company stock by executive officers and directors;
• Paying dividends on performance-based equity awards only if performance targets are met and vesting is completed;
• Including clawback language in our annual performance pay plan;
• Excluding Section 280G gross-up provisions from our change-in-control agreements; and
• Limiting perquisites for our executive officers.
|
c. The Executive Compensation Program has Defined Objectives and Principles
Alliant Energy has developed certain
III. HOW WE DETERMINE EXECUTIVE COMPENSATION
We established the following objectives for the executive compensation program that we believe helpprogram:
Reward Strong Performance: motivate and reward executives to contribute to the achievement of our business objectives by aligning pay and performance through variable at-risk compensation
Align Executives’ and Shareowners’ Interests: align executive officers’ interests with those of our shareowners by delivering a significant proportion of total compensation through equity, tying a portion of our long-term performance pay directly to total shareowner return, and requiring executives to own company stock
Maintain Competitive Positioning:attract and retain and motivate a highly talented executive management teamthe best possible personnel through competitive compensation that is actively engaged in producing results for our shareowners and customers and delivering on our strategic plan. The objectives include: | • | | Reward Strong Performance: motivate and reward executives to contribute to the achievement of our business objectives by aligning pay and performance through variable at-risk compensation; |
| • | | Align Executives’ and Shareowners’ Interests: align executive officers’ interests with those of our shareowners by delivering a significant proportion of total compensation through equity, tying a portion of our long-term performance pay directly to total shareowner return, and requiring executives to own company stock; and |
| • | | Attract and Retain Officers: attract and retain the best possible personnel through competitive compensation that is comparable to that of similar companies. |
comparable to that of similar companies
In order to achieve these objectives, we adherefollow these compensation practices:
Performance-Based At-Risk Compensation: a substantial portion of our executive officers’ compensation should be based on achievement of performance goals, with long-term equity-based awards delivering a majority of the performance-based pay
Equity Ownership: executive officers should have significant holdings of our common stock
Minimized Systemic Risk-Taking: compensation programs should be developed to the followingproperly mitigate unintended risk-taking, including providing a mix of long-term and short-term compensation principles: | • | | Market Compensation: total aggregate compensation levels are reviewed against market compensation levels, which helps to ensure that we provide a competitive pay opportunity; |
| • | | Performance-Based At-Risk Compensation: a substantial portion of our executive officers’ compensation should be based on achievement of performance goals, with long-term equity-based awards delivering a majority of the performance-based pay; |
| • | | Equity-Ownership: executive officers should have significant holdings of our common stock; |
| | |
20 | | ALLIANT ENERGY I 2015 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
| • | | Minimized Systemic Risk-Taking: compensation programs should be developed to properly mitigate unintended risk-taking, including providing a mix of long-term and short-term compensation and using multiple performance criteria to determine awards; and |
| • | | Access to Retirement Programs: executive officers should have access to retirement plans commonly in use among comparable companies, including deferred compensation plans, certain non-qualified retirement plans, and 401(k) savings plans. |
and using multiple performance criteria to determine awards
Market Compensation: total aggregate compensation levels are reviewed against market compensation levels, which helps to ensure that we provide a competitive pay opportunity
Access to Retirement Programs: executive officers should have access to retirement plans commonly in use among comparable companies, including deferred compensation plans, certain non-qualified retirement plans and 401(k) savings plans
The Compensation and Personnel Committee reconsiders these objectives and
principlespractices in its regular reviews of the executive compensation program.
d. Summary of the Components of the Executive Compensation Program
The major
24 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
IV. HOW WE PAY NAMED EXECUTIVE OFFICERS
Our components of
the executive compensation
program are (1) base salary, (2) short-term (annual) performance compensation, (3) long-term (equity) performance compensation, (4) retirement and other benefits, and (5) post-termination compensation.In setting the level for each major component of compensation, we generally consider an executive officer’s total compensation (which consists of all elements of compensation including employee benefit programs), competitive market compensation data, the current market for talent, our historic levels of compensation, company culture, individual and company performance, the executive’s length of tenure, strategic importance and internal pay equity. The table below summarizes the function of each component of compensation, each of which is described in more detail.
are: |
| | | |
| Component | | Description | | Objective within Compensation Program |
| Base Salary | | Fixed compensation, subject to annual review and increased or decreased in response to changes in responsibility, performance, strategic importance, length of service or competitive practice.practice | • | • Provides base compensation at a level consistent with competitive practices.
practices |
| • | Reflects roles, responsibilities, skills, experience and performance.performance |
| • | Adheres to competitive market practices.practices |
| Short-Term (Annual) Performance Compensation | | Annual cash performance pay based on achievement of objective utility and service companyCompany financial and operational performance measures.measures | • | • Motivates and rewards achievement of annual utility and service company goals.
Company goals |
| • | Aligns management and key stakeholder interests by linking pay and performance.performance |
| • | Promotes achievement of strategic plan by linking pay to achievement of strategic goals.goals |
| Long-Term (Equity) Performance Compensation | Performance-based awards payable if performance goals are achieved during a sustained period | Allows grant of a variety of types of awards, including performance-contingent restricted stock, performance shares and time-based restricted stock.• | | • Motivates and rewards financial performance over a sustained period.
period |
| • | Aligns management and shareowner interests by encouraging management ownership.ownership |
| • | Enhances retention of management personnel.personnel |
| • | Rewards strong total shareowner return and earnings growth.growth |
| • | Links pay to performance relative to peers.peers |
| Long-Term (Equity) Service-Based Compensation | Time-vesting awards payable after three years, subject to continuous employment | • | Enhances retention of management personnel |
| • | Aligns management and shareowner interests by encouraging management ownership |
| Retirement and Other Benefits | | Tax-qualified, deferred compensation and other benefits.benefits | • | • Provides for current and future needs of the executives and their families.
families |
| • | Enhances recruitment and retention.retention |
| • | Adheres to competitive market practices.practices |
| Post-Termination Compensation | | Key Executive Employment and Severance Agreements (KEESAs) and Executive Severance Plan: contingent amounts payable only if employment is terminated under certain conditions.conditions | • | • Enhances retention of management personnel by providing employment continuity.
continuity |
| • | Encourages the objective evaluation and execution of potential changes to Alliant Energy’sthe Company’s strategy and structure.structure |
COMPENSATION DISCUSSION AND ANALYSIS
Our compensation components are weighted toward incentive-based compensation, as shown below:
| | |
| |
ALLIANT ENERGY I 2015 Proxy StatementCEO Target Pay Mix Performance-Based Pay: 80% | Other NEO Target Pay Mix Performance-Based Pay: 63% |
| | 21 | |
COMPENSATION DISCUSSION AND ANALYSIS
In order to properly reward strong performance, we weigh performance-based pay more heavily than other elements for our named executive officers’ total target direct compensation. In 2014, performance pay accounted for 54% to 80% of target total direct compensation for our named executive officers. The following table shows the breakdown of the total target direct compensation pay mix for each of our named executive officers in 2014.
The figures in this table were calculated based on targeted compensation amounts for 2014 and therefore may differ from the 2014 amounts reported in the Summary Compensation Table below.
III. THE EXECUTIVE COMPENSATION PROGRAM
a.
Process for Setting Executive CompensationEach component of the executive compensation program is subject to a thorough process of review and approval by the Compensation and Personnel Committee, which is made up of independent directors who meet regularly in executive session without the presence of management. The work done by the committee is bolstered by external data and the advice of an independent, third-party compensation consultant.
1. Role of Compensation and Personnel Committee
Base Salary
The Compensation and Personnel Committee
sets each componentannually reviews and
level of compensation for the Company’s named executive officers and other executive officers. As context for its review, the committee regularly reviews compensation reports prepared by the committee’s outside consultant, including reports on competitive pay practices, compensation trends, potential payouts under various employment termination scenarios and competitive compensation level data.2. Role of Chief Executive Officer
The Chief Executive Officer recommends the level of compensation for the Company’s named executive officers and other senior Company executives, other than herself. The Chief Executive Officer considers the market data discussed below, reports from the Company’s human resources staff, officer performance and tenure, strategic importance, company culture and internal pay equity as she develops her recommendations. She is present and available to the Compensation and Personnel Committee during their meetings with respect to the compensation of the Company’s named executive officers and other senior Company
| | |
22 | | ALLIANT ENERGY I 2015 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
executives, except when her own compensation is considered in executive session. The Chief Executive Officer’s compensation package is determined by the Compensation and Personnel Committee in executive session.
3. Role of Independent Compensation Consultant
The Compensation and Personnel Committee receives data, analysis and support from Pay Governance, an independent, nationally recognized executive compensation consulting firm. During 2014, Pay Governance participated in committee meetings, analyzed the competitive level of compensation for each of the named executive officers, and provided information regarding executive compensation trends. Pay Governance was engaged by and reports solely to the committee, and meets with the committee at each meeting in executive session.
4. Role of Market Data
Each year, Pay Governance prepares a market compensation analysisadjusts salaries based on companies of similar size in terms of revenue, including thosechanges in the energy services industry and in general industry. This analysis assists the Compensation and Personnel Committee in establishing executive officer compensation levels to allow us to remain competitive with other companies.
For 2014 compensation, Pay Governance used the following compensation surveys for our market, compensation analysis: Towers Watson’s 2013 General Industry Executive Compensation Database, which includes pay data for approximately 1,000 general industry companies, and Towers Watson’s 2013 Energy Services Industry Executive Compensation Database, which includes pay data for nearly all U.S. investor-owned utilities. Where possible and appropriate, regression analyses were performed to size-adjust the survey data based on gross revenue of $3.4 billion. In using these broad-based surveys, we considered only aggregate data and did not select any individual companies for comparison. By focusing on the data in the aggregate, we avoid the undue impact of statistically outlying companies and obtain a general understanding of compensation practices in the market. All of the survey data were updated to January 2014 using a 3% annual update factor, as 3% was the anticipated average annual compensation increase for the survey companies.
The survey data provides market reference points at the 25th percentile, 50th percentile, and 75th percentile of the market data for each executive officer’s salary, targeted annual and long-term performance pay opportunities, and total compensation. The Compensation and Personnel Committee uses equally blended general industry data and energy industry data to determine the market reference point used for corporate positions, which are held by Ms. Kampling and Messrs. Hanson and Gallegos. Energy industry data are used as the market reference point for utility specific operating positions, which are held by Messrs. Kopp and Larsen.
The Compensation and Personnel Committee uses the survey data to set compensation opportunities for executive officers at approximately the median market reference point. Generally, total aggregate compensation that falls within 15% of the median market reference point is considered to be at target. This practice maintains flexibility to allow for differentiation among individual executive officers based on time in the position, increased responsibilities, strategic importance, succession planning considerations or outstanding job performance. The aggregate total targeted compensation of all named executive officers fell within 15% of the applicable market reference point in 2014.
5. Compensation and Personnel Committee Risk Assessment
In December 2014, the Compensation and Personnel Committee reviewed an assessment presented by management of our general compensation policies and practices for all employees, including our non-regulated businesses, to evaluate whether risks arising from these policies and practices were reasonably likely to have a material adverse effect on us. Based on this assessment, the committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and did not recommend or implement any material changes in 2014. The committee believes that the following features of our policies and practices serve to mitigate material risks arising from our compensation policies and practices:
a mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizons;
a variety of performance metrics for performance awards to avoid excessive focus on a single measure of performance;
caps on performance awards to reduce incentives to take short-term or inappropriately risky measures to increase payouts in any given year;
review of our compensation programs for reasonableness by our state utility commissions to mitigate risk;
clawback policies that provide us with the ability to recoup annual performance awards under appropriate circumstances;
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 23 | |
COMPENSATION DISCUSSION AND ANALYSIS
stock ownership requirements for certain executives, including our named executive officers, which we believe help to focus our executives on long-term stock price appreciation and sustainability; and
robust compensation governance practices.
b. Components of the Executive Compensation Program
1. Base Salary
We pay base salaries to provide management with a level of fixed compensation at competitive levels to reflect their professional skills, responsibilities and performance against job expectations, strategic importance, and to attractexperience and retain key executives. Because thetenure. The Company is not contractually bound by employment or other agreements to pay particular levels of base salary to our executive officers, we have thethereby affording flexibility to make adjustments to base salaries to take into consideration changes in the market, responsibilities and performance against job expectations. We also consider the nature of the position; the responsibilities, strategic importance, skills, experience and tenure of the officer; and his or her past performance.
those determinations.
The following table sets forth the base salaries of each named executive officer as of the end of the
20142016 and,
2013if applicable, 2015 calendar years, as well as the percentage change from the prior year.
| | | | | | | | | | | | |
| | | |
| Named Executive Officer | | 2014 Base Salary | | | 2013 Base Salary | | | Percentage Increase | |
Patricia L. Kampling | | $ | 850,000 | | | $ | 800,000 | | | | 6.3 | % |
Thomas L. Hanson | | $ | 435,000 | | | $ | 418,180 | | | | 4.0 | % |
James H. Gallegos | | $ | 360,000 | | | $ | 345,000 | | | | 4.3 | % |
Douglas R. Kopp | | $ | 265,000 | | | | — | | | | — | |
John O. Larsen | | $ | 345,000 | | | $ | 335,000 | | | | 3.0 | % |
Base
|
| | | | |
| Named Executive Officer | 2016
Base Salary | 2015
Base Salary | Percentage Increase |
| Patricia L. Kampling | $945,000 | $900,000 | 5.0 | % |
| Robert J. Durian | $360,000 | — | — |
|
| James H. Gallegos | $425,000 | $400,000 | 6.3 | % |
| John O. Larsen | $375,000 | $360,000 | 4.2 | % |
| Wayne A. Reschke | $365,000 | — | — |
|
| Thomas L. Hanson | $475,000 | $450,000 | 5.6 | % |
All base salary increases shown above
that are greater than 3% reflect efforts to bring total targeted compensation in line with market. Mr.
Kopp wasDurian and Mr. Reschke were promoted
to an executive officer position in
2014,2016 and
his annual salary shown above reflects his salary upon his promotion.2. Short-term (Annual) Performance Pay Plan
Our executive officers, including ourbecame named executive officers are eligible toas a result. Their 2016 annual base salaries shown above reflect their salaries upon their promotions.
b. Short-Term (Annual) Performance Pay
Executive officers participate in the ManagementExecutive Performance Pay (“MPP”EXPP”) Plan. The EXPP Plan which is our annual performance pay plan operated under our 2010 Omnibus Incentive Plan. The MPP Planthat provides executive officers with the opportunity for annual cash payments tied directly to the achievement of company performance goals. The MPP Plan encourages executive officers to achieve key financial and operational goals. The Compensation and Personnel Committee adopted the EXPP Plan in 2016 as the successor to the Management Performance Pay Plan. The committee sets company and individual goals designedbased on our strategic plan.
Annual incentive payouts to our executive officers are based on achievement of these goals. In 2016, in order to preserve flexibility to structure the annual cash awards to certain officers who may be subject to the compensation deduction limits under Section 162(m) of the tax code, the Compensation and Personnel Committee approved annual cash awards with a performance goal and maximum award opportunity based on net income. The net income performance goal is used to determine the deductibility of the annual cash incentive awards to certain officers under Section 162(m) of the tax code. The committee intends that payouts based on the net income performance goal will be reduced to align with the performance results under the EXPP Plan.
26 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
The company goals for 2016, and our performance compared to those goals are shown below.
|
| | | | |
| Goal | Percentage of
Performance Pool | Target | Actual | Percentage Payment Toward Performance Pool |
| Consolidated EPS from Continuing Operations (“EPS”) | 60% | EPS:
Threshold: $1.75
Target: $1.88
Maximum: $2.01 | $1.89(1) | 60% |
| Customer Satisfaction | 10% | JD Power Customer Satisfaction Score:
Threshold: 40th percentile
Target: 50th percentile
Maximum: 90th percentile | 56th | 11% |
| Environmental | 10% | Annual Progress Towards Long-Term Emission Goal:
Threshold: 84.0%
Target: 89.0%
Maximum: 93.0% | 95.8% | 15% |
| Reliability | 10% | SAIDI/SAIFI Reliability Index:
Threshold: 90%
Target: 100%
Maximum: 115% | 111.6% | 14% |
| Safety | 5% | OSHA Recordable Incident
Rate:
Threshold: 2.61
Target: 2.38
Maximum: 2.02 | 2.35 | 5% |
| Diversity (each goal accounts for one-half of this performance goal, weighted at a total of 5%) | 2.5% | People of Color:
Threshold: 4.7%
Target: 5.2%
Maximum: 5.7% | 5.1% | 2% |
| 2.5% | Women:
Threshold: 26.3%
Target: 26.5%
Maximum: 26.7% | 25.3% | 0% |
| TOTAL | 100% | | | 107% |
| |
| (1) | 2016 GAAP EPS from consolidated earnings from continuing operations was $1.65. Non-GAAP EPS excluded adjustments of ($0.23) for asset valuation charges related to the Franklin County wind farm and ($0.01) for transmission subsidiary return on equity reserves. |
Company goals balance financial goals and operational goals to drive
annual performance and align the interests of management with the interests ofvalue for both our shareowners and customers.
Each performance goal is measured independently of other goals. Company performance was 107% as shown in the chart above. Maximum Company performance is 150% of target.
Individual performance goals are set to drive an individual’s contribution to our strategic business imperatives. The goals can be both qualitative and quantitative and can vary for each executive officer. The Compensation and Personnel Committee considersmay use individual performance to modify the amount of a performance award earned by an executive officer. For 2016, the committee did not modify the awards of any named executive officer based on individual performance and all payouts to the named executive officers for 2016 were calculated based on achievement of the Company goals above.
COMPENSATION DISCUSSION AND ANALYSIS
Payment under the EXPP Plan is calculated as follows:
Each target payout percentage under the EXPP Plan is set by the Compensation and Personnel Committee based on survey data, tenure in a position, strategic importance and individual responsibilities when setting targeted annual performance opportunities. Based on these factors, the committee approved target payout levelsresponsibilities. Target payouts as a percentage of base salary for our named executive officers under the 2014 MPP Plan as2016 are set forth in the table below, whichbelow. They are unchanged from 20132015 with the exception of Mr. Larsen whose target payout levels, exceptpercentage was increased for internal equity reasons, and Mr. KoppDurian whose 2014 target payout level waspercentage increased as a result ofdue to his 2014 promotion to an executive officernew position. | | |
| |
| Named Executive Officer | | MPPEXPP Plan Target Payout
as a
Percentage of 2014
2016 Base Salary |
Patricia L. Kampling | | 105% |
Thomas L. Hanson
| Robert J. Durian | 70% |
James H. Gallegos | | 60% |
Douglas R. Kopp
| | 45% |
John O. Larsen | | 45% |
We pay annual performance awards from a pool established specifically for MPP Plan payments. The Compensation and Personnel Committee establishes goals based primarily on utility performance, which it derives from our strategic plan, and from operational benchmarks intended to benefit our shareowners, customers and employees. These performance goals apply to all named executive officers and determine the funding level of the performance pool.
| | 55% |
24Wayne A. Reschke | 55% |
| Thomas L. Hanson | ALLIANT ENERGY I 2015 Proxy Statement70% |
COMPENSATION DISCUSSION AND ANALYSIS
Achievement of performance goals determines whether and to what extent the performance pool will be funded.
The
size of the performance pool and payment to named executive officers will vary, from 0% to 150% of target, based on actual achievement of the performance goals. If all performance goals are met at target levels, the performance pool is funded at 100% of target.The performance goals, targets and actual 2014 performance under the MPP Plan were:
| | | | | | | | |
| | | | |
| Goal | | Percentage of
Performance Pool | | Target | | Actual | | Percentage Payment Toward Performance Pool |
| EPS from continuing operations of our utilities and service company (“EPS”) | | 50% | | EPS: Threshold: $2.97 Target: $3.30 Maximum: $3.80 | | $3.37 | | 50.0% |
| Adjusted cash flows from utilities and service company (“Cash Flows”) | | 10% | | Cash Flows: Threshold: $729.0 million Target: $810.0 million Maximum: $931.5 million | | $861 million(1) | | 12.1% |
| Customer satisfaction | | 10% | | Complaints to Regulators: Threshold: 462 Target: 420 Maximum: 357 | | 417 | | 10.2% |
| Power supply availability | | 10% | | Availability of Tier One Plants: Threshold: 80.0% Target: 81.0% Maximum: 82.5% | | 81.6% | | 12.0% |
| Power supply reliability | | 10% | | SAIDI/SAIFI Reliability Index: Threshold: 90% Target: 100% Maximum: 115% | | 123% | | 15.0% |
| Safety | | 5% | | OSHA Recordable Incident Rate: Threshold: 3.12 Target: 2.84 Maximum: 2.41 | | 2.36 | | 7.5% |
| Diversity (each goal accounts for one-third of this performance goal, weighted at a total of 5%) | | 1.67% | | People of Color: Threshold: 5.0% Target: 5.3% Maximum: 5.8% | | 5.3% | | 1.7% |
| | 1.67% | | Women in Non-Traditional Jobs: Threshold: 9.1% Target: 9.6% Maximum: 10.3% | | 9.5% | | 1.5% |
| | 1.67% | | Spending to Minority and Women-Owned Businesses: Threshold: $100.8 million Target: $112.0 million Maximum: $128.8 million | | $129 million | | 2.5% |
| TOTAL | | 100% | | | | | | 113% |
(1) | This non-GAAP number excludes the effects of changes in sales of customer accounts receivable, tax affected pension contributions and net collateral held or paid by the utilities and service company. |
Each performance goal is generally independent of others, except that EPS must be achieved at a minimum of threshold in order to fund any payment under the Cash Flows goal. If threshold EPS is not achieved, Cash Flows funding will be zero regardless of actual performance under this goal. Achievement levels of each of the performance goals are combined to determine the annual performance payment for each executive officer. At December 31, 2014, the performance goal achievement of 113% was multiplied by each named executive officer’s target payout percentage and base salary to determine the final annual performance payments. The individual annual performance payments made to the named executive officers for 2014 are reported below in the Summary Compensation Table.
The MPPEXPP Plan provides for the clawback of annual performance payments in the event that fraud, intentional misconduct or gross negligence leads to a restatement of all, or a portion of, our financial results. This policy permits us to pursue recovery of annual performance payments if the paymentpayments would have been lower based on the restated financial results. This policy will be refined as appropriate following the release of final regulations by the SEC governing clawback policies.
3. Long-term
c. Long-Term (Equity)
Performance Awards
We award long-term
performance pay basedequity compensation to focus our executive officers on
the achievement of multi-year financial goals.building shareowner value, to retain management personnel and to align management interests with shareowner interests over a sustained period. In
2014,2016, we granted long-term
performance awards under our
Amended and Restated 2010 Omnibus Incentive Plan to named executive officers in
twothree forms:
performance-contingent | | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 25 | |
COMPENSATION DISCUSSION AND ANALYSIS
performance restricted stock units, performance shares and restricted stock units. The long-term equity awards in 2016 consisted of 35% performance shares.restricted stock units, 35% performance shares and 30% restricted stock units, at target. Performance restricted stock units reward absolute net income growth. Performance shares reward total shareowner return relative to our peer utility companies. These long-term equity awards are intended to provide performance-based incentives on both an absolute basis with respect to restricted stock awards and on a relative basis with respect to performance shares. The Compensation and Personnel Committee granted long-term equity awards in 2014 consisting of 50% performance-contingent restricted stock and 50% performance shares, at target, to equally emphasize absolute and relative long-term performance. Because these awards are performance-based, they are forfeited if threshold results are not achieved during the applicable performance period. Restricted stock units enhance retention of management personnel and align our executive officers’ long-term financial interests to the long-term financial interests of our shareowners. These long-term equity awards are forfeited if the executive officer voluntarily leaves the company or is terminated for cause during the time-vesting period. We do not issue stock options and no longer have any outstanding stock options. We believe performance-based restricted stock awardsBelow is a summary of certain terms of the 2016 long-term awards.
|
| | | | |
| | Portion of Long-Term Target Award | Performance Metric | Payout Range as a Percentage of Target | Settlement |
| Performance Restricted Stock Units | 35% | Net Income | 0-200% | Shares |
| Performance Shares | 35% | Relative Total Shareowner Return | 0-200% | Shares, Cash or Combination |
| Restricted Stock Units | 30% | Time-vesting | 100% | Shares, Cash or Combination |
28 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
Target long-term equity values for 2016 are set forth below and
performance shares incentivize our executives and align their long-term interests with those of our shareowners.When determining the value of each executive officer’s long-term performance pay opportunity, theare materially unchanged from 2015.
|
| |
| Named Executive Officer | 2016 Targeted Long-Term
Equity Grant Value
as a Percentage of Base Salary |
| Patricia L. Kampling | 300% |
| Robert J. Durian | 70% |
| James H. Gallegos | 125% |
| John O. Larsen | 95% |
| Wayne A. Reschke | 95% |
| Thomas L. Hanson | 160% |
The Compensation and Personnel Committee considers survey data, tenure in a position, strategic importance, individual responsibilities and the competitiveness of the total compensation
package. Targeted grant values ofpackage when setting the long-term
equity awards are set as a percentage of base salary.performance pay target. The dollar value of the long-term equity awards are determined prior to the grant date, and we grant the number of shares necessary to approximate that dollar value based on the fair market value of our share price on the grant date.
In 2014, the committee approved targeted long-term grants to our named executive officers as set forth in the table below. | | |
Named Executive Officer | | 2014 Targeted Long-Term
Equity Grant Value
as a Percentage of Base Salary
|
Patricia L. Kampling
| | 285% |
Thomas L. Hanson
| | 150% |
James H. Gallegos
| | 120% |
Douglas R. Kopp
| | 70% |
John O. Larsen
| | 95% |
Performance-Contingent
1. Performance Restricted Stock
In 2014, the Compensation and Personnel Committee made grants to named executive officers of performance-contingent Units
Performance restricted stock whichunits are intended to reward absolute long-term growth. Vesting of the performance-contingentperformance restricted stock units is based on achieving compounded annual return of 5% forover a two-year period over projected 2014 consolidated net income from continuing operations (i.e., $415.9 million, calculated with certain exclusions as provided in the 2010 Omnibus Incentive Plan). The target can be achieved during a four-yearthree-year performance period and accordingly, the shares can become fully vested after the second, third or fourth year following the date of grant, assuming achievement of the target. The rate ofas follows:
|
| |
Three-Year Compounded Annual Growth of Consolidated Net Income from Continuing Operations | Percentage of Target Value Payout |
| 7% | 200% |
| 6% | 150% |
| 5% | 100% |
| 4% | 50% |
| Below 4% | 0% |
Vesting at target requires 5% compounded annual growth
required for the performance-contingent restricted stock to vestwhich is based on the successful and timely execution of our strategic plan.
The target is calculated based on achieving a compounded annual growth rate of 5% for a two-year period over projected 2016 consolidated net income from continuing operations, excluding certain items as permitted by the Amended and Restated 2010 Omnibus Incentive Plan, such as charges for reorganizing and restructuring, discontinued operations, asset write-downs, gains or losses on the disposition of an asset or business, mergers, acquisitions or dispositions and unusual or non-recurring items of gain or loss, in each case, as identified in the Company's audited financial statements or periodic reports. Performance restricted stock units granted in 2016 will vest at target if our consolidated net income from continuing operations is $469.9 million. Performance restricted stock unit payouts are capped at 200% of the target payout. Performance restricted stock units are paid in company stock.
Any dividends we payearned on performance restricted stock units are reinvested, on a participant’s performance-contingent restricted stock, but are not payable to the participant until the performance targets aretarget is met and vesting is completed.
Performance restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control that occursand a qualifying termination event, the awards vest at least 180 days after grant,target and are paid at the end of the three-year performance period.
Performance restricted stock units were granted in 2016 in place of performance-contingent restricted stock
generally vests on a pro-rata basis based upon the length of service provided prior to the change in control date.awards that were previously granted.
Performance-contingent restricted stock granted in
20132014 vested
at the end of 2016 based on the achievement
during 2013 and 2014 of the
relevant targetstarget for net income from continuing operations for the awards. Additional information about vesting of such restricted stock grants is provided below in the “Option Exercises and Stock Vested” table.
Performance-contingent restricted stock awards granted in 2015 did not vest in 2016 based on company performance and remain outstanding. No performance-contingent restricted stock awards granted prior to 2014 remain outstanding.
COMPENSATION DISCUSSION AND ANALYSIS
2. Performance Shares
In 2014, the Compensation and Personnel Committee granted performance
Performance shares to our named executive officers, which are intended to reward company performance relative to our peers. The vestingVesting of the performance shares is based on our relative total shareowner return over a three-year performance period. period as follows:
|
| |
| Three-Year Total Shareowner Return Relative To EEI Stock Index | Percentage of Target Value Payout |
90th percentile or greater | 200% |
80th percentile | 175% |
70th percentile | 150% |
60th percentile | 125% |
50th percentile | 100% |
45th percentile | 75% |
40th percentile | 50% |
Below 40th percentile | 0% |
The total shareowner return calculation represents the cumulative return for the three-year performance period reflecting price appreciation and reinvested dividend payments. Performance shares
provide a 100% payout, orpay at target
payout, if our relative total shareowner return over three years is equal to the median performance of a specific peer group selected by the Compensation and Personnel Committee.
Similar to prior years, theThe committee selected the
EEIEdison Electric Institute (“EEI”) Stock Index as the peer group for the
20142016 grants of performance shares
becauseas in previous years. We believe the comparison to the EEI Stock Index appropriately assesses our performance relative to other publicly traded utilities. Performance share payouts
| | |
26 | | ALLIANT ENERGY I 2015 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
are capped at 200% of the target payout. The following table shows the levels of performance share payouts based on our total shareowner return as compared to the EEI Stock Index.
| | |
Company’s Percentile Rank | | Percent of Target Value Payout |
90th percentile or greater
| | 200% |
80th percentile
| | 175% |
70th percentile
| | 150% |
60th percentile
| | 125% |
50th percentile
| | 100% |
45th percentile
| | 75% |
40th percentile
| | 50% |
Below 40th percentile
| | 0% |
Performance shares
allow the named executive officer to receive a paymentare paid in shares of our common stock, cash or a combination of our common stock and cash,
at the
value of which is equal to the number of shares awarded as adjusted by the performance multiplier.executives’ discretion. If the named executive officer chooses to take the payment in cash, the amount of the payout is determined by multiplying the number of shares earned by the stock value on a date chosen by the Compensation and Personnel Committee. The committee chooses this date in advance of issuing shares under the
program.Noprogram, and it is typically a date prior to payment.
Any dividends are paidearned on currently outstanding performance shares duringare reinvested, but are not payable to the participant until the performance period.target is met and vesting is completed.
Performance shares have double-trigger acceleration upon a change in control. Upon a change in control
that occurs at least 180 days after grant, performance sharesand a qualifying termination event, the awards vest at
targetthe performance level based on
a pro-rata basis based upon the
lengthCompany’s performance as of
service provided prior tothe date immediately preceding the change in control
date.Fordate and are paid at the February 2012end of the three-year performance period.
The total shareowner return for the 2014 performance share grant (performance period ended on December 31,
2014)2016),
our total shareowner return ranked at the
77th69th percentile relative to the
performance share peer group. As a result, our named executive officers earned
167.5%147.5% of the target award for the
2012-20142014-2016 performance period. Additional information about the performance share payouts for the
2012-20142014-2016 performance period is provided
below in the
“Option“2016 Option Exercises and Stock Vested” table.
4.
3. Restricted Stock Units
Restricted stock units are intended to align management interests with shareowner interests and retain management personnel. Restricted stock units are time-vesting awards for which restrictions lift after three years, subject to continuous employment. Restricted stock units are paid in shares of our common stock, cash or a combination of our common stock and cash, at the executives’ discretion. If the named executive officer chooses to take the payment in cash, the amount of the payout is determined by multiplying the number of shares earned by the stock value on the last day of the vesting term of the restricted stock units.
Any dividends earned on restricted stock units are reinvested, but are not payable to the participant until vesting is completed.
Restricted stock units have double-trigger acceleration upon a change in control. Upon a change in control, the awards vest at the value based on the Company’s stock price as of the date immediately preceding the change in control date. The awards are paid at the end of the three-year vesting period provided the executive is still employed by the Company or had a qualified termination event.
30 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
d. Retirement and Other BenefitsConsistent with our competitors, we also
We offer retirement and other benefit programs to our named executive officers that focus on their retirement.are consistent with those of our competitors. We provide these benefits to remain competitive with the general market for executive officers. These programs include a 401(k) savings plan, a deferred compensation plan, and various pension benefits. The benefit programs are designed to be competitive in attracting, retaining and motivating our named executive officers by providing competitive retirement benefits and incentivizing the promotion of the Company’s and shareowners’ interests over a long time-horizon.time horizon. A brief description of the plans is set forth in the table below. |
| |
| Benefit | | Description |
Alliant Energy Deferred Compensation Plan (the “AEDCP” (“AEDCP”)(1) | | Enables participants to defer up to 100% of base salary and annual performance pay awards on a pre-tax basis and to receive earnings or incur losses on the deferrals until the date of distribution. The shares of Alliant Energy common stock identified as obligations under the AEDCP are held in a rabbi trust. |
Alliant Energy Cash Balance Pension Plan(2) | | Offers flexible payment options and steady growth of retirement funds. The Cash Balance Pension Plan was frozen for participants effective August 2, 2008. Employees hired after December 25, 2005 are not eligible to participate. |
Alliant Energy Corporation 401(k) Savings Plan | | Provides for a match of $0.50 on each dollar for the first 8% of compensation contributed to the 401(k) Savings Plan account by the participants up to the IRS maximum. In addition, we contribute a percentage of participants’ salaries to their 401(k) accounts. The amount of the Company contribution ranges from 4% to 6% of a participant’s salary, depending on the participant’s age and number of years of service at the Company. |
Alliant Energy Excess Retirement Plan(2) |
| Provides the benefit that the participants would have earned under the Cash Balance Pension Plan and the Alliant Energy Corporation 401(k) Savings Plan but for statutory limitations on employer-provided benefits imposed on those tax-qualified plans and accruals earned on their deferrals into the AEDCP. |
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 27 | |
COMPENSATION DISCUSSION AND ANALYSIS
| | |
Benefit | | Description |
Alliant Energy Supplemental Retirement Plan (“SRP”)(2) | | Generally provides retirement compensation in addition to the benefits provided by the Cash Balance Pension Plan and 401(k) Savings Plan, which are limited by the Internal Revenue Code of 1986 (which we refer to as the tax code), and the Alliant Energy Excess Retirement Plan. Generally payable only if the executive remains with us until retirement, disability or death. We do not anticipate providing SRP benefits to executives hired or promoted in 2013 or thereafter. |
| |
| (1) | See “Nonqualified“2016 Non-qualified Deferred Compensation” below for more information regarding the AEDCP. |
| |
| (2) | See “Pension“2016 Pension Benefits” below for more information regarding the Alliant Energy Cash Balance Pension Plan, the Excess Retirement Plan and the SRP. |
The Compensation and Personnel Committee reviews benefit programs on a periodic basis to determine effectiveness and identify any necessary changes. Based on market data showing a trend away from SRPs, we do not anticipate providing SRP benefits to executives hired or promoted in 2013 or thereafter. The committee does not believe this change will inhibit our ability to attract and retain executive officers.
Perquisites
We provide limited perquisites to our named executive officers. Our named executive officers are eligible for executive physicals and long-term disability insurance, which are in excess of the benefits provided to our other non-executive employees. The Compensation and Personnel Committee recognizes that Ms. Kampling’s job duties require significant travel and she is, therefore, permitted to use a corporate aircraft in some instances. From time to time, a family member or members may accompany Ms. Kampling on business trips. For that reason, the Compensation and Personnel Committee established guidelines for personal use of the corporate aircraft. Under those guidelines, Ms. Kampling is permitted up to 40 hours of personal use of corporate aircraft each year.
5.
e. Post-Termination Compensation
1. Key Executive Employment and Severance Agreements
(KEESAs) We currently have in effect Key Executive Employment and Severance Agreements (KEESAs)(“KEESAs”) with our executive officers, including our named executive officers, and certain of our key employees, which provide for severance benefits under certain circumstances following a change in control. Benefits under the KEESAs are paid if (1) a change in control occurs and (2) a loss of employment occurs under certain circumstances within 180 days prior to the change in control or a designated period after the change in control (three years for Ms. Kampling and two years for Messrs. Hanson,Mr. Durian, Mr. Gallegos, Kopp,Mr. Larsen and Larsen)Mr. Reschke). This “double trigger”“double-trigger” mechanism ensures that only those executives adversely affected by a change in control will receive benefits under the KEESA. The cash termination benefit under the KEESA is up to three times (inunder the case ofagreement with Ms. Kampling), orKampling executed in 2010, and up to two times (inunder the case of Messrs. Hanson,agreements with
COMPENSATION DISCUSSION AND ANALYSIS
Mr. Durian, Mr. Gallegos,
Kopp,Mr. Larsen and
Larsen)Mr. Reschke, the sum of (i) the officer’s annual base salary and (ii) the greater of the officer’s target annual performance pay for the year in which the termination date occurs, or the officer’s annual performance pay in the year prior to the change in control.
We will not enter into future severance arrangements with executive officers that provide a multiplier of three or higher, though we continue to honor our legacy contractual commitment with Ms. Kampling. The Compensation and Personnel Committee reserves the right to reconsider this position in its sole discretion provided that it determines such action would be in the best interest of the Company.
The KEESAs are generally designed to avoid the adverse effects of Section 280G of the tax code.
With respect to Messrs. Hanson, Gallegos, Kopp, and Larsen, the KEESAs provide that if any portion of the benefits under the KEESA or under any other agreement for the officer would constitute an excess parachute payment for purposes of the tax code, benefits will be reduced so that the officer will be entitled to receive $1 less than the maximum amount that he or she could receive without becoming subject to the 20% excise tax imposed by the tax code on certain excess parachute payments, or that we may pay without loss of deduction under the tax code. With respect to Ms. Kampling, theEach KEESA provides that if any portion of the benefits under the KEESA or under any other agreement would constitute an excess parachute payment for purposes of the tax code,
shethe executive officer may receive the better, on an after-tax basis, of either a payment $1 less than the maximum amount
he or she may receive without becoming subject to the 20% excise tax or the fully calculated payment subject to applicable excise taxes, for which
shethe executive officer would be personally responsible. None of the KEESAs have Section 280G
tax gross-up provisions.
We believe that the level of the benefits provided by the KEESAs to each executive officer reflects the appropriate amount of compensation necessary for our executive officers to consider our shareowners’ interests without potential influence of their personal interests. We believe the security afforded by the KEESAs will help the executives to remain focused on business continuity and reduce the distraction of the executive’s reasonable concerns regarding future employment during the uncertainty of a proposed change in control transaction.
| | |
28 | | ALLIANT ENERGY I 2015 Proxy Statement |
COMPENSATION DISCUSSION AND ANALYSIS
In consideration of the KEESA benefits, the KEESAs provide that the executive will not compete with us for a period of one year after the executive’s employment is terminated and will keep in confidence any proprietary information or confidential information for a period of five years. Both of these conditions can be waived in writing by our Chief Executive Officer and Board of Directors, respectively.
2. Executive Severance Plan
We also maintain a general executive severance plan for executive officers, which is meant to compensatecompensates an officer in the event that an officer’s position is eliminated or significantly altered. As with our KEESA benefit, our executive severance plan is designed to enable executives to remain focused on our business without undue personal concerns over job security. We recognize that circumstances may arise in which we may consider eliminating certain key positions. The plan provides for severancefor:
Severance pay equal to one year’s annual base salary up
Up to 18 months of COBRA coverage or participation in our subsidized retiree medical insurance program if eligible (six months of which are paid by us), outplacement
Outplacement services and/or tuition reimbursement of up to $10,000 and access
Access to our employee assistance program. program
Eligibility for benefits under this plan is conditioned upon an
executiveexecutive’s executing a severance agreement and release form. All severance packages of executive officers are approved by the Compensation and Personnel Committee. We believe our executive severance plan is consistent with industry-wide standards.
3. Employment Agreements and Separation Arrangements
We do not have any other employment agreements or separation
agreementsarrangements with our executive officers.
32 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
V. HOW WE ADDRESS GOVERNANCE AND RISK
a. Key Compensation Governance and Pay Practices
Our executive compensation program emphasizes best practices in compensation design and governance practices, including:
Regular reviews of the program by the Compensation and Personnel Committee
Double-trigger change in control provisions in our severance agreements and long-term equity awards
Stock ownership guidelines for executive officers and directors
Dividends paid on equity awards only if performance targets are met or vesting is completed
Performance metrics that encourage achievement of absolute growth, relative growth, financial goals and operational goals
Prohibition on pledging and hedging of Company stock by executive officers and directors
No stock options
Clawback language in our annual performance pay plan
No Section 280G tax gross-up provisions in our change in control agreements
Limited perquisites for our executive officers
COMPENSATION DISCUSSION AND ANALYSIS
b. Process for Setting Executive Compensation
|
| |
| Entity | Role |
| Compensation and Personnel Committee | The Compensation and Personnel Committee reviews and sets each component and level of compensation for the Company’s named executive officers and other executive officers. Compensation and Personnel Committee responsibilities include: • Review and approval of executive officers’ compensation packages • Review and approval of corporate incentive goals and objectives relevant to compensation • Evaluation of individual performance results in light of these goals and objectives
The Compensation and Personnel Committee is made up of independent directors and meets regularly in executive sessions without management present. The committee is supported in its work by the human resources staff and by the committee’s outside consultant. |
| Chief Executive Officer | The CEO recommends to the Compensation and Personnel Committee the level of compensation for the Company’s named executive officers and other senior Company executives, other than herself. The CEO considers the following factors when making her recommendations: • Executive performance • Tenure • Strategic importance • Internal pay equity • Market data, as discussed below • Information provided by the Company’s human resources staff
The CEO is present and available to the Compensation and Personnel Committee during their meetings with respect to the compensation of the Company’s named executive officers and other executive officers. However, the committee discusses and determines the CEO’s compensation in executive session. |
| Independent Compensation Consultant | The Compensation and Personnel Committee engaged Pay Governance LLC as its independent external advisor. The committee receives data, analyses and support from Pay Governance. During 2016, Pay Governance participated in committee meetings, analyzed the competitive level of compensation for each of the named executive officers and provided information regarding executive compensation trends. Pay Governance reports solely to the committee and meets with the committee at each meeting in executive session. |
| Market Data | Each year, Pay Governance prepares a market compensation analysis based on companies of similar size in terms of revenue, including those in the energy services industry and in general industry. This analysis assists the Compensation and Personnel Committee in establishing executive officer compensation levels to allow us to remain competitive in our market.
The market data used in 2016 included two surveys:
• Towers Watson’s 2015 General Industry Executive Compensation Database, which includes pay data for approximately 1,000 general industry companies • Towers Watson’s 2015 Energy Services Industry Executive Compensation Database, which includes pay data for nearly all U.S. investor-owned utilities. The Compensation and Personnel Committee used equally blended general industry data and energy industry data to determine the market reference point used for corporate positions, which are held by Ms. Kampling, Mr. Durian, Mr. Gallegos and Mr. Reschke. Energy industry data are used as the market reference point for utility-specific operating positions, as held by Mr. Larsen.
The Compensation and Personnel Committee considered only aggregate data from these broad-based surveys and did not select any individual companies for comparison. Survey information was size-adjusted using regression analysis to correspond to each officer’s scope of responsibility. The survey data was updated to January 2016 using a 3% annual update factor, as 3% was the anticipated average annual compensation increase for the survey companies.
The survey data provides market reference points at the 50th percentile and the 75th percentile for each executive officer’s compensation components and total compensation. Generally, total aggregate compensation that falls within 15% of the median market reference point is considered to be at target. The aggregate total targeted compensation for all named executive officers fell within 15% of the applicable market reference point in 2016. |
34 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION DISCUSSION AND ANALYSIS
c. Executive Stock Ownership
GuidelinesOur stock ownership guidelinesRequirements
We require executives to own a certain number of shares of our common stock to further align the executives’ interests with those of our shareowners. We determine theThe stock ownership guidelines are:
|
| |
| Officer Level | Stock Ownership Guideline |
| Chief Executive Officer | 4 times base salary |
| President | 3 times base salary |
| Executive Vice President | 2.5 times base salary |
| Senior Vice President | 2 times base salary |
| Vice President | 1.5 times base salary |
The required number of shares for each executive
is determined by taking the
followingpreceding multiples of the executive’s base salary and dividing that amount by the closing price of our
common stock as of (i) January 3, 2011, (ii) the date of hire, or (iii) the date of promotion to a higher level of ownership requirement, whichever is later.
TheWe round that number
of shares each executive is required to hold is rounded to the nearest 500-share increment.
| | |
Alliant Energy Level of Seniority | | Stock Ownership Guideline |
Chief Executive Officer
| | 4 times base salary |
President
| | 3 times base salary |
Executive Vice President
| | 2.5 times base salary |
Senior Vice President
| | 2 times base salary |
Vice President
| | 1.5 times base salary |
The number of shares an executive is required to hold will not change unless the executive is promoted. By settingSetting the required number of shares this way we mitigatemitigates the effect of short-term volatility on compliance caused by changes in our stock price and by changes in salary.
Shares held outright, vested restricted stock, vested restricted stock units, earned performance shares, shares held in our Alliant Energy Deferred Compensation Plan and shares held in the Alliant Energy Corporation 401(k) Savings Plan count toward the ownership guidelines. Unvested restricted stock, unvested restricted stock units, unearned performance restricted stock units and unearned performance shares do not count for this purpose.
Executives have five years from the date of their first long-term equity
grantgrants after
the later of their hire date, or the date they were promoted into a position with a higher multiple, to achieve their goals.
Shares held outright, vested restricted stock, earned performance shares, shares held in the AEDCP, and shares held in the 401(k) Savings Plan count toward the ownership guidelines. Unvested restricted stock and unearned performance shares do not count for this purpose.Executives are required to hold 100% of the after-tax value of vested performance-contingent restricted shares until the share ownership guideline is met. Executives who have not yet met their share ownership level after five years are required to retain 100% of the after-tax value of vested long-term equity awards until the share ownership requirement is met. Our Chief Executive Officer retains the right to grant special dispensation for hardship, promotions or new hires.
All of our current named executive officers who have held their current positions for five years are in compliance with the share ownership guidelines. The named executive officers who have been in their positions for less than five years are on track to achieve
theirthe above ownership
goals during the five year period.goals. The shares owned by our named executive officers are shown in the “Ownership of Voting Securities” table.
d.
PledgingProhibition on Hedging and
Hedging PolicyPledging
We prohibit the use of any hedging or similar transactions related to our shares by our executive officers and directors. We also prohibit the pledging of shares by executive officers and directors.
e. ImpactCompensation and Personnel Committee Risk Assessment
In December 2016, the Compensation and Personnel Committee reviewed an assessment presented by management of our general compensation policies and practices for all employees, including our non-regulated businesses, to evaluate whether risks arising from these policies and practices were reasonably likely to have a material adverse effect on us. Based on this assessment, the committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company and did not recommend or implement any material changes in 2016. The committee believes that the following features of our policies and practices serve to mitigate material risks arising from our compensation policies and practices:
A mix of annual and long-term incentive awards to provide an appropriate balance of short- and long-term risk and reward horizons
A variety of performance metrics for performance awards to avoid excessive focus on a single measure of performance
Caps on performance awards to reduce incentives to take short-term or inappropriately risky measures to increase payouts in any given year
Review of our compensation programs for reasonableness by our state utility commissions to mitigate risk
COMPENSATION DISCUSSION AND ANALYSIS
Clawback policies that provide us with the ability to recoup annual performance awards under appropriate circumstances
Stock ownership requirements for certain executives, including our named executive officers, which we believe help to focus our executives on long-term stock price appreciation and sustainability
Robust compensation governance practices
f. Role of Tax Considerations
One factor that the Compensation and Personnel Committee reviews and considers when determining the compensation of executive officers is the deductibility of executive compensation under Section 162(m) of the
Tax Codetax code. Section 162(m) of the tax code limits the tax deductibility of compensation paid to our Chief Executive Officer and our other three most highly compensated executive officers (other than the Chief Financial Officer) to $1 million per person in any year. However,
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 29 | |
COMPENSATION DISCUSSION AND ANALYSIS
if certain conditions are met, compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject to the $1 million limit.
One factor that the Compensation and Personnel Committee reviews and considers when determining the compensation of executive officers is the deductibility of executive compensation under Section 162(m) of the tax code.
The Compensation and Personnel Committee may structure certain compensation programs in a manner intended to allow compensation to be fully deductible under Section 162(m) of the tax code. However, the Compensation and Personnel Committee retains the flexibility and discretion to grant compensation awards, whether or not deductible. This flexibility is necessary
to foster achievementfor elements of
performance goals established by the Compensation and Personnel Committee, as well as other considerations important to the Company’s success, such as
encouraging employee retentionattracting and retaining talented executives and rewarding achievement of key corporate goals. Our shareowner-approved
Amended and Restated 2010 Omnibus Incentive Plan is designed to provide the Compensation and Personnel Committee with the flexibility to grant cash-based and share-based awards to executive officers in a manner that is intended to qualify such awards as “performance-based” compensation under Section 162(m) of the tax code.
We are seeking approval of the Amended and Restated 2010 Omnibus Incentive Plan to ensure that the Compensation and Personnel Committee continues to have that flexibility. Please refer to Proposal Three below for additional information.All of our equity compensation plans are accounted for under Financial Accounting Standards Board Accounting Standards Codification Topic 718.
f.
g. Response to Non-Binding
20142016 Say-on-Pay Shareowner Vote
At the Company’s
20142016 Annual Meeting of Shareowners, shareowners approved
a non-binding advisory resolution relating to the
compensation of our named executive officers, which is commonly referred to as a “say-on-pay” proposal. The say-on-pay proposal
was approved with 94% of the votes cast in favor of the
proposal. The say-on-pay proposal
which we interpretedis an advisory, non-binding resolution relating to the compensation of our named executive officers. We interpret the voting results as support that our executive compensation program and practices are reasonable and well-aligned with
shareowners and no significant changes were made to our overall approach to executive compensation and governance.shareowners. Notwithstanding this vote of confidence expressed by our shareowners, the Compensation and Personnel Committee and management continue to review the Company’s executive compensation program and related disclosure with the assistance of outside compensation consultants and outside counsel to identify any potential changes that might augment shareowner value.
IV.
The Compensation and Personnel Committee is provided with appropriate information and reviews all components of our Chief Executive Officer’s and other executive officers’ compensation. Based on this information, the committee seeks to implement executive compensation that is appropriately tied to the performance of the Company and executives on behalf of shareowners, employees and customers.
36 | ALLIANT ENERGY | 2017 Proxy Statement
COMPENSATION AND PERSONNEL COMMITTEE REPORT
COMPENSATION AND PERSONNEL COMMITTEE REPORT
The Compensation and Personnel Committees of the Boards of Directors of the Company, IPL and WPL have reviewed and discussed the Compensation Discussion and Analysis with our management. Based on this review and discussion, the committees recommended to the respective Boards of Directors that the Compensation Discussion and Analysis be included in this
proxy statementProxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31,
2014,2016, for filing with the Securities and Exchange Commission.
COMPENSATION AND PERSONNEL COMMITTEE
Carol P. Sanders (Chairman)
Deborah B. Dunie
Darryl B. Hazel
Susan D. Whiting
| | |
30 | | ALLIANT ENERGY I 2015 Proxy Statement |
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE The table below summarizes the compensation paid to or earned by our chief executive officer, chief financial officer, and our next three highest paid executive officers, for
20142016 and, where applicable,
20132015 and
2012.2014. We refer to such individuals in this
proxy statementProxy Statement collectively as our named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary
($)(1) | | | Bonus
($) | | | Stock
Awards
($)(2) | | | Option
Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($)(1)(3) | | | Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)(4) | | | All Other
Compensation(5)(6)
($) | | | Total
($) | |
Patricia L. Kampling: Chairman, Chief Executive Officer and President; Chairman and Chief Executive Officer of IPL and WPL | | | 2014 | | | $ | 849,808 | | | $ | 0 | | | $ | 2,324,787 | | | $ | 0 | | | $ | 1,008,525 | | | $ | 3,291,252 | | | $ | 187,617 | | | $ | 7,661,989 | |
| | 2013 | | | $ | 793,077 | | | $ | 0 | | | $ | 2,125,544 | | | $ | 0 | | | $ | 1,142,400 | | | $ | 1,536,000 | | | $ | 163,758 | | | $ | 5,760,779 | |
| | 2012 | | | $ | 682,846 | | | $ | 0 | | | $ | 1,619,766 | | | $ | 0 | | | $ | 924,630 | | | $ | 2,130,000 | | | $ | 87,763 | | | $ | 5,445,005 | |
Thomas L. Hanson: Senior Vice President and Chief Financial Officer | | | 2014 | | | $ | 435,509 | | | $ | 0 | | | $ | 626,217 | | | $ | 0 | | | $ | 344,085 | | | $ | 1,038,174 | | | $ | 82,867 | | | $ | 2,526,852 | |
| | 2013 | | | $ | 416,775 | | | $ | 0 | | | $ | 628,942 | | | $ | 0 | | | $ | 398,107 | | | $ | 681,355 | | | $ | 81,287 | | | $ | 2,206,466 | |
| | 2012 | | | $ | 401,700 | | | $ | 0 | | | $ | 594,840 | | | $ | 0 | | | $ | 338,198 | | | $ | 1,308,763 | | | $ | 61,771 | | | $ | 2,705,272 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
James H. Gallegos, Senior Vice President, General Counsel & Corporate Secretary | | | 2014 | | | $ | 360,346 | | | $ | 0 | | | $ | 414,554 | | | $ | 0 | | | $ | 244,080 | | | $ | 9,166 | | | $ | 129,099 | | | $ | 1,157,245 | |
| | 2013 | | | $ | 343,385 | | | $ | 0 | | | $ | 415,129 | | | $ | 0 | | | $ | 281,520 | | | $ | 8,041 | | | $ | 125,236 | | | $ | 1,173,311 | |
| | 2012 | | | $ | 330,658 | | | $ | 0 | | | $ | 387,954 | | | $ | 0 | | | $ | 236,334 | | | $ | 6,096 | | | $ | 103,717 | | | $ | 1,064,759 | |
Douglas R. Kopp: Senior Vice President; President of IPL(7) | | | 2014 | | | $ | 255,269 | | | $ | 0 | | | $ | 178,020 | | | $ | 0 | | | $ | 134,753 | | | $ | 52,252 | | | $ | 32,377 | | | $ | 652,671 | |
John O. Larsen: Senior Vice President; President of WPL | | | 2014 | | | $ | 345,635 | | | $ | 0 | | | $ | 314,554 | | | $ | 0 | | | $ | 175,433 | | | $ | 477,411 | | | $ | 51,947 | | | $ | 1,364,980 | |
| | 2013 | | | $ | 333,269 | | | $ | 0 | | | $ | 285,466 | | | $ | 0 | | | $ | 205,020 | | | $ | 1,431 | | | $ | 50,249 | | | $ | 875,435 | |
| | 2012 | | | $ | 319,808 | | | $ | 0 | | | $ | 250,030 | | | $ | 0 | | | $ | 171,360 | | | $ | 521,935 | | | $ | 45,122 | | | $ | 1,308,255 | |
|
| | | | | | | | | |
| Name and Principal Position | Year | Salary
($)(1) | Bonus
($) | Stock
Awards
($)(2) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($)(1)(3) | Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings ($)(4) | All Other
Compensation($)(5)(6) | Total
($) |
Patricia L. Kampling
Chairman, President & Chief Executive Officer; Chairman and Chief Executive Officer of IPL & WPL | 2016 | $945,866 | $0 | $3,001,535 | $0 | $1,061,708 | $836,745 | $294,100 | $6,139,954 |
| 2015 | $903,462 | $0 | $2,606,685 | $0 | $973,350 | $1,174,585 | $206,553 | $5,864,635 |
| 2014 | $849,808 | $0 | $2,324,787 | $0 | $1,008,525 | $3,291,252 | $187,617 | $7,661,989 |
Robert J. Durian
Vice President, Chief Financial Officer & Treasurer(7) | 2016 | $311,096 | $0 | $214,919 | $0 | $269,640 | $14,150 | $65,552 | $875,357 |
James H. Gallegos
Senior Vice President, General Counsel & Corporate Secretary | 2016 | $425,096 | $0 | $562,418 | $0 | $272,850 | $14,343 | $162,532 | $1,437,239 |
| 2015 | $400,308 | $0 | $490,919 | $0 | $247,200 | $8,351 | $134,390 | $1,281,168 |
| 2014 | $360,346 | $0 | $414,554 | $0 | $244,080 | $9,166 | $129,099 | $1,157,245 |
John O. Larsen
Senior Vice President; President of WPL | 2016 | $375,519 | $0 | $377,149 | $0 | $220,688 | $342,415 | $64,807 | $1,380,578 |
| 2015 | $361,731 | $0 | $335,756 | $0 | $166,860 | $229,342 | $54,405 | $1,148,094 |
| 2014 | $345,635 | $0 | $314,554 | $0 | $175,433 | $477,411 | $51,947 | $1,364,980 |
Wayne A. Reschke Senior Vice President(8) | 2016 | $364,558 | $0 | $367,099 | $0 | $214,803 | $8,542 | $131,067 | $1,086,069 |
Thomas L. Hanson
Former Senior Vice President and Chief Financial Officer(9) | 2016 | $475,289 | $0 | $804,613 | $0 | $355,775 | $357,620 | $107,278 | $2,100,575 |
| 2015 | $452,383 | $0 | $684,806 | $0 | $324,450 | $167,819 | $84,745 | $1,714,203 |
| 2014 | $435,509 | $0 | $626,217 | $0 | $344,085 | $1,038,174 | $82,867 | $2,526,852 |
| |
| (1) | The amounts shown in this column include any amounts deferred by the named executive officers under our Alliant Energy Deferred Compensation Plan. See “Nonqualified“2016 Non-qualified Deferred Compensation.” |
| |
| (2) | The amounts in this column reflect the aggregate grant date fair value of performance shares, and performance-contingent restricted stock, performance restricted stock units, and restricted stock units granted pursuant to our Amended and Restated 2010 Omnibus Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or FASB ASC Topic 718. |
A discussion of the assumptions used in calculating the award values may be found in Note 12(b) to our 2016 audited financial statements contained in our Annual Report on Form 10-K. For the performance shares, the grant date fair value is based on the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures.
38 | ALLIANT ENERGY | 2017 Proxy Statement
The following represents the breakdown of the 2016 grant date fair value of performance shares at target and at maximum, respectively, for each named executive officer: |
| | |
| Name | Grant Date
Fair Value of Performance Shares
(Target) | Grant Date
Fair Value of Performance Shares
(Maximum) |
| Patricia L. Kampling | $1,158,799 | $2,317,598 |
| Robert J. Durian | $82,981 | $165,962 |
| James H. Gallegos | $217,112 | $434,224 |
| John O. Larsen | $145,612 | $291,224 |
| Wayne A. Reschke | $141,732 | $283,464 |
| Thomas L. Hanson | $310,623 | $621,246 |
The following represents the breakdown of the 2016 grant date fair value of performance restricted stock units at target and at maximum, respectively, for each named executive officer: |
| | |
| Name | Grant Date
Fair Value of Performance Restricted Stock Units
(Target) | Grant Date
Fair Value of Performance Restricted Stock Units (Maximum) |
| Patricia L. Kampling | $992,253 | $1,984,506 |
| Robert J. Durian | $71,054 | $142,108 |
| James H. Gallegos | $185,908 | $371,816 |
| John O. Larsen | $124,684 | $249,368 |
| Wayne A. Reschke | $121,362 | $242,724 |
| Thomas L. Hanson | $265,979 | $531,958 |
| A discussion of the assumptions used in calculating the award values may be found in Note 12(b) to our 2014 audited financial statements contained in our Annual Report on Form 10-K. For the performance shares, the fair value at the grant date is based upon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. |
| The following represents the breakdown of the 2014 grant date fair value of performance-contingent stock awards at target and the 2014 grant date fair value for performance shares at maximum, respectively, for each named executive officer: |
| | | | | | | | |
| Name | | Grant Date
Fair Value of Performance-Contingent Stock Awards
(Target) | | | Grant Date
Fair Value for Performance Shares
(Maximum) | |
Patricia L. Kampling | | $ | 1,113,510 | | | $ | 2,422,554 | |
Thomas L. Hanson | | $ | 299,941 | | | $ | 652,553 | |
James H. Gallegos | | $ | 198,560 | | | $ | 431,988 | |
Douglas R. Kopp | | $ | 85,267 | | | $ | 185,507 | |
John O. Larsen | | $ | 150,663 | | | $ | 327,782 | |
| (3) | The 20142016 amounts in this column represent cash amounts for short-term performance pay received by the named executive officers under our MPP Plan forwith respect to services performed in 20142016 that were paid in 2015.2017. |
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 31 | |
EXECUTIVE COMPENSATION
| (4) | The 20142016 amounts in this column reflect (a) the actuarial increase in the present value of each named executive officers’officer’s benefits under all pension plans established by us, determined using the assumptions and methods set forth in footnote (4) to the “2016 Pension BenefitsBenefits” table, which may include amounts that the named executive officer is not currently entitled to receive because such amounts are not yet vested, and (b) amounts representing above market interest on nonqualifiednon-qualified deferred compensation. The following represents the breakdown for 20142016 for each of the changes in pension value and the above market interest on nonqualifiednon-qualified deferred compensation, respectively, for each named executive officer: |
| | | | | | | | |
| Name | | Change in Pension Value | | | Above Market Nonqualified Deferred
Compensation Earnings | |
Patricia L. Kampling | | $ | 3,291,000 | | | $ | 252 | |
Thomas L. Hanson | | $ | 1,037,000 | | | $ | 1,174 | |
James H. Gallegos | | $ | 9,000 | | | $ | 166 | |
Douglas R. Kopp | | $ | 52,000 | | | $ | 252 | |
John O. Larsen | | $ | 475,000 | | | $ | 2,411 | |
|
| | |
| Name | Change in Pension Value | Above Market Non-qualified Deferred Compensation Earnings |
| Patricia L. Kampling | $834,000 | $2,745 |
| Robert J. Durian | $13,000 | $1,150 |
| James H. Gallegos | $14,000 | $343 |
| John O. Larsen | $339,000 | $3,415 |
| Wayne A. Reschke | $8,000 | $542 |
| Thomas L. Hanson | $355,000 | $2,620 |
The changes in the actuarial present values of the named executive officers’ pension benefits do not constitute cash payments to the named executive officers.
| The changes in the actuarial present values of the named executive officers’ pension benefits do not constitute cash payments to the named executive officers. |
| (5) | The following table provides details for the amounts reported under the “All Other Compensation” column for 2014.2016. |
| | | | | | | | | | | | |
| Name | | Registrant Contributions to Defined
Contribution Plans(a) | | | Life Insurance Premiums | | | Dividends(b) | |
Patricia L. Kampling | | $ | 75,980 | | | $ | 6,252 | | | $ | 105,385 | |
Thomas L. Hanson | | $ | 43,306 | | | $ | 4,745 | | | $ | 34,816 | |
James H. Gallegos | | $ | 104,775 | | | $ | 1,345 | | | $ | 22,979 | |
Douglas R. Kopp | | $ | 25,125 | | | $ | 2,579 | | | $ | 4,673 | |
John O. Larsen | | $ | 34,385 | | | $ | 1,284 | | | $ | 16,278 | |
|
| | | | |
| Name | Perquisites and Other Personal Benefits(a) | Registrant Contributions to Defined Contribution Plans(b) | Life Insurance Premiums | Dividends(c) |
| Patricia L. Kampling | $0 | $84,323 | $7,006 | $202,771 |
| Robert J. Durian | $25,306 | $28,911 | $725 | $10,610 |
| James H. Gallegos | $0 | $121,831 | $3,005 | $37,696 |
| John O. Larsen | $0 | $37,039 | $1,395 | $26,373 |
| Wayne A. Reschke | $0 | $102,166 | $3,889 | $25,012 |
| Thomas L. Hanson | $0 | $47,308 | $5,206 | $54,764 |
| |
| (a) | Mr. Durian received perquisites and other personal benefits comprised of $4,605 for an annual physical exam, $20,133 for tuition reimbursement, and $568 for executive long-term disability insurance. None of the other named executive officers received perquisites and other personal benefits in the aggregate amount of $10,000 or more in 2016. |
| |
| (b) | Matching contributions to the Alliant Energy Corporation 401(k) Savings Plan, employer contributions to the Alliant Energy Deferred Compensation Plan, employer contributions based on age and service to the 401(k) Savings Plan accounts, and employer defined contributions to the Alliant Energy Excess Retirement Plan, and, in the case of Mr. Gallegos and Mr. Reschke, employer contributions to the Defined Contribution Supplemental Retirement Plan equal to 12% of base pay and annual performance pay. |
| (b) |
| (c) | Dividends earned in 20142016 on unvested performance shares, performance-contingent restricted stock, performance restricted stock units, and performance sharesrestricted stock units are reinvested and paid only at the time performance and/or vesting conditions are satisfied. |
| |
| (6) | Infrequently, Ms. Kampling’s spouse and/or guests accompany her on a corporate aircraft when the aircraft is already going to a specific destination for a business purpose at no aggregate incremental cost to the Company. |
| |
| (7) | Mr. KoppDurian was notpromoted to Chief Financial Officer in December 2016. |
| |
| (8) | Mr. Reschke was a named executive officer beginning in 2013 and 2012.2016. |
| | |
32(9) | | ALLIANT ENERGY I 2015 Proxy StatementMr. Hanson served as Senior Vice President and Chief Financial Officer until December 2016. |
40 | ALLIANT ENERGY | 2017 Proxy Statement
2016 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information regarding all performance pay planplan-based awards that we granted to our named executive officers in 2014. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant Date | | | Estimated Possible Payouts UnderNon-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair
Value of Stock
Awards | |
| | Threshold
($)
20% | | | Target
($)
100% | | | Maximum
($)
150% | | | Threshold
(#)
50% | | | Target
(#)
100% | | | Maximum
(#)
200% | | |
Patricia L. Kampling | | | 2/26/2014 | (2) | | | | | | | | | | | | | | | 11,264 | | | | 22,527 | | | | 45,054 | | | $ | 1,113,510 | |
| | 2/26/2014 | (3) | | | | | | | | | | | | | | | | | | | 22,527 | | | | | | | $ | 1,211,277 | |
| | | | | $ | 178,500 | | | $ | 892,500 | | | $ | 1,338,750 | | | | | | | | | | | | | | | | | |
Thomas L. Hanson | | | 2/26/2014 | (2) | | | | | | | | | | | | | | | 3,034 | | | | 6,068 | | | | 12,136 | | | $ | 299,941 | |
| | 2/26/2014 | (3) | | | | | | | | | | | | | | | | | | | 6,068 | | | | | | | $ | 326,276 | |
| | | | | $ | 60,900 | | | $ | 304,500 | | | $ | 456,750 | | | | | | | | | | | | | | | | | |
James H. Gallegos | | | 2/26/2014 | (2) | | | | | | | | | | | | | | | 2,009 | | | | 4,017 | | | | 8,034 | | | $ | 198,560 | |
| | 2/26/2014 | (3) | | | | | | | | | | | | | | | | | | | 4,017 | | | | | | | $ | 215,994 | |
| | | | | $ | 43,200 | | | $ | 216,000 | | | $ | 324,000 | | | | | | | | | | | | | | | | | |
Douglas R. Kopp | | | 2/26/2014 | (2) | | | | | | | | | | | | | | | 863 | | | | 1,725 | | | | 3,450 | | | $ | 85,267 | |
| | 2/26/2014 | (3) | | | | | | | | | | | | | | | | | | | 1,725 | | | | | | | $ | 92,753 | |
| | | | | $ | 23,850 | | | $ | 119,250 | | | $ | 178,875 | | | | | | | | | | | | | | | | | |
John O. Larsen | | | 2/26/2014 | (2) | | | | | | | | | | | | | | | 1,524 | | | | 3,048 | | | | 6,096 | | | $ | 150,663 | |
| | 2/26/2014 | (3) | | | | | | | | | | | | | | | | | | | 3,048 | | | | | | | $ | 163,891 | |
| | | | | $ | 31,050 | | | $ | 155,250 | | | $ | 232,875 | | | | | | | | | | | | | | | | | |
|
| | | | | | | | | |
| Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair
Value of Stock
Awards |
Threshold
($)
20% | Target
($)
100% | Maximum
($)
150% | Threshold
(#)
50% | Target
(#)
100% | Maximum
(#)
200% |
| Patricia L. Kampling | 2/22/2016(2) |
|
|
| 14,635 | 29,270 | 58,540 | | $1,158,799 |
2/22/2016(3) |
|
|
| 14,635 | 29,270 | 58,540 | | $992,253 |
2/22/2016(4) |
|
|
|
| |
| 25,088 | $850,483 |
| $198,450 | $992,250 | $1,488,375 |
|
|
| |
|
| Robert J. Durian | 2/22/2016(2) |
|
|
| 1,048 | 2,096 | 4,192 | | $82,981 |
2/22/2016(3) |
|
|
| 1,048 | 2,096 | 4,192 | | $71,054 |
2/22/2016(4) |
|
|
|
| |
| 1,796 | $60,884 |
| $50,400 | $252,000 | $378,000 |
|
|
| |
|
| James H. Gallegos | 2/22/2016(2) |
|
|
| 2,742 | 5,484 | 10,968 | | $217,112 |
2/22/2016(3) |
|
|
| 2,742 | 5,484 | 10,968 | | $185,908 |
2/22/2016(4) |
|
|
|
| |
| 4,702 | $159,398 |
| $51,000 | $255,000 | $382,500 |
|
|
| |
|
| John O. Larsen | 2/22/2016(2) |
|
|
| 1,839 | 3,678 | 7,356 | | $145,612 |
2/22/2016(3) |
|
|
| 1,839 | 3,678 | 7,356 | | $124,684 |
2/22/2016(4) |
|
|
|
| |
| 3,152 | $106,853 |
| $41,250 | $206,250 | $309,375 |
|
|
| |
|
| Wayne A. Reschke | 2/22/2016(2) |
|
|
| 1,790 | 3,580 | 7,160 | | $141,732 |
2/22/2016(3) |
|
|
| 1,790 | 3,580 | 7,160 | | $121,362 |
2/22/2016(4) |
|
|
|
| |
| 3,068 | $104,005 |
| $40,150 | $200,750 | $301,125 |
|
|
| |
|
| Thomas L. Hanson | 2/22/2016(2) |
|
|
| 3,923 | 7,846 | 15,692 | | $310,623 |
2/22/2016(3) |
|
|
| 3,923 | 7,846 | 15,692 | | $265,979 |
2/22/2016(4) |
|
|
|
| |
| 6,726 | $228,011 |
| $66,500 | $332,500 | $498,750 |
|
|
| |
|
| |
| (1) | The amounts shown represent the threshold, target and maximum awards that could have been earned by each of our named executive officers under our MPPEXPP Plan for 20142016 as described more fully under “Compensation Discussion and Analysis — Components of theHow We Pay Named Executive Compensation Program — Short-termOfficers— Short-Term (Annual) Performance Pay Plan.” The threshold payment level was 20% of the target amount. The maximum payment level was 150% of the target amount. Payments earned for 20142016 are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
| |
| (2) | The amounts shown represent the threshold, target and maximum amounts of performance shares that were awarded in 20142016 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — Components of theHow We Pay Our Named Executive Compensation ProgramOfficers — Long-termLong-Term (Equity) Performance Awards.” The threshold amount is shown at 50% of the target amount. The maximum amount is 200% of the target amount. For the performance shares, the grant date fair value is based uponon the probable outcome of the performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date pursuant to FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the performance shares, the grant date fair value, as determined by FASB ASC Topic 718, is $49.43. |
(3) | The amounts shown represent the number of$39.59. Performance shares of performance-contingent restricted stock that were awarded in 2014 to the named executive officers under the 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — Components of the Executive Compensation Program — Long-Term (Equity) Performance Awards.” Performance-contingent restricted stock awards granted in 20142016 accumulate dividends on the same basis as shares of our common stock, but dividends are not paid until performance targets are met. |
| |
| (3) | The amounts shown represent the threshold, target and maximum amounts of performance restricted stock units that were awarded in 2016 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described |
more fully under “Compensation Discussion and Analysis — How We Pay Our Named Executive Officers — Long-Term (Equity) Awards.” The threshold amount is shown at 50% of the target amount. The maximum amount is 200% of the target amount. For the performance restricted stock units, the grant date fair value, as determined by the closing price of our common stock on February 22, 2016, is $33.90. Performance restricted stock units granted in 2016 accumulate dividends on the same basis as shares of our common stock, but dividends are not paid until performance targets and vesting requirements are met.
| |
| (4) | The amounts shown represent the number of restricted stock units that were awarded in 2016 to the named executive officers under our Amended and Restated 2010 Omnibus Incentive Plan as described more fully under “Compensation Discussion and Analysis — How We Pay Our Named Executive Officers — Long-Term (Equity) Awards.” For the performance-contingent restricted stock units, the grant date fair value, as determined by the closing price of our common stock on February 26, 2014,22, 2016, is $53.77.$33.90. Restricted stock units granted in 2016 accumulate dividends on the same basis as shares of our common stock, but dividends are not paid until the restricted stock units are fully vested. |
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 33 | |
42 | ALLIANT ENERGY | 2017 Proxy Statement
2016 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information on outstanding
stock option awards and unvested
performance-based stockequity awards held by our named executive officers on December 31,
2014.2016. No stock options are outstanding.
| | | | | | | | | | | | |
| | | Stock Awards | |
| Name | | Number
of Shares
or Units of
Stock
That Have
Not
Vested (#) | | Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($) | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#) | | | Equity
Incentive Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1) | |
Patricia L. Kampling | | | | | | | 44,556 | | | $ | 2,959,410 | (2) |
| | | | | | | 45,054 | | | $ | 2,992,487 | (3) |
| | | | | | | 23,121 | | | $ | 1,535,697 | (4) |
Thomas L. Hanson | | | | | | | 13,184 | | | $ | 875,681 | (2) |
| | | | | | | 12,136 | | | $ | 806,073 | (3) |
| | | | | | | 6,228 | | | $ | 413,664 | (4) |
James H. Gallegos | | | | | | | 8,702 | | | $ | 577,987 | (2) |
| | | | | | | 8,034 | | | $ | 533,618 | (3) |
| | | | | | | 4,123 | | | $ | 273,850 | (4) |
Douglas R. Kopp | | | | | | | 1,892 | | | $ | 125,667 | (2) |
| | | | | | | 3,450 | | | $ | 229,149 | (3) |
| | | | | | | 1,770 | | | $ | 117,563 | (4) |
John O. Larsen | | | | | | | 5,984 | | | $ | 397,457 | (2) |
| | | | | | | 6,096 | | | $ | 404,896 | (3) |
| | | | | | | 3,128 | | | $ | 207,762 | (4) |
|
| | | | | |
| | Stock Awards |
| Name | Number
of Shares
or Units of
Stock
That Have
Not
Vested (#) | Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($) | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#) | Equity
Incentive Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1) |
| Patricia L. Kampling |
|
| 81,580 | $3,091,066 | (2) |
|
| 59,934 | $2,270,899 | (3) |
|
| 43,288 | $1,640,182 | (4) |
|
| 59,934 | $2,270,899 | (5) |
| 25,686 | $973,243 | | | (6) |
| Robert J. Durian |
|
| 4,884 | $185,055 | (2) |
|
| 4,292 | $162,624 | (3) |
|
| 2,592 | $98,211 | (4) |
|
| 4,292 | $162,624 | (5) |
| 1,839 | $69,680 | | | (6) |
| James H. Gallegos |
|
| 15,364 | $582,142 | (2) |
|
| 11,229 | $425,467 | (3) |
|
| 8,152 | $308,879 | (4) |
|
| 11,229 | $425,467 | (5) |
| 4,814 | $182,402 | | | (6) |
| John O. Larsen |
|
| 10,508 | $398,148 | (2) |
|
| 7,531 | $285,350 | (3) |
|
| 5,576 | $211,275 | (4) |
|
| 7,531 | $285,350 | (5) |
| 3,227 | $122,271 | | | (6) |
| Wayne A. Reschke |
|
| 9,780 | $370,564 | (2) |
|
| 7,331 | $277,772 | (3) |
|
| 5,189 | $196,611 | (4) |
|
| 7,331 | $277,772 | (5) |
| 3,141 | $119,012 | | | (6) |
| Thomas L. Hanson |
|
| 21,432 | $812,058 | (2) |
|
| 16,066 | $608,741 | (3) |
|
| 11,372 | $430,885 | (4) |
|
| 16,066 | $608,741 | (5) |
| 6,886 | $260,911 | | | (6) |
| |
| (1) | The values in this column are calculated by using the closing price of our common stock of $66.42$37.89 on December 31, 2014.30, 2016. |
| |
| (2) | Performance shares granted on February 21, 2013.23, 2015. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance. |
| |
| (3) | Performance shares granted on February 26, 2014.22, 2016. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance. The values in the table include credited dividend equivalents, which will be paid only if the performance criterion is met. |
| |
| (4) | Performance-contingent restricted stock granted on February 26, 2014.23, 2015. Vesting occurs if the performance criterion is met in year 2, 3 or 4. The values in the table include credited dividends, which will be paid only if the performance criterion is met. |
| | |
34(5) | | ALLIANT ENERGY I 2015 Proxy StatementPerformance restricted stock units granted on February 22, 2016. Vesting occurs if the performance criterion is met in year 3. The values in the table assume maximum level performance. The values in the table include credited dividend equivalents, which will be paid only if the performance criterion is met. |
| |
| (6) | Restricted stock units granted on February 22, 2016. Vesting occurs based on continuous service through year 3. The values in the table include credited dividend equivalents, which will be paid only if the vesting criterion is met. |
2016 OPTION EXERCISES AND STOCK VESTED
The following table shows a summary of the stock awards vested for the named executive officers during 2014.2016. No stock options were exercised during 2014. | | | | | | | | | | |
| | | Stock Awards | |
| Name | | Long-Term Incentive Plan | | Number of
Shares
Acquired
on Vesting
(#) | | | Value
Realized
on Vesting
($)(1)(2) | |
Patricia L. Kampling | | Performance Shares | | | 32,260 | | | $ | 2,163,033 | |
| Performance-Contingent Restricted Stock | | | 23,912 | | | $ | 1,556,457 | |
Thomas L. Hanson | | Performance Shares | | | 11,848 | | | $ | 794,408 | |
| Performance-Contingent Restricted Stock | | | 7,076 | | | $ | 460,551 | |
James H. Gallegos | | Performance Shares | | | 7,727 | | | $ | 518,095 | |
| Performance-Contingent Restricted Stock | | | 4,670 | | | $ | 303,983 | |
Douglas R. Kopp | | Performance-Restricted Cash(3) | | | 518 | | | $ | 37,352 | |
| Performance-Contingent Restricted Stock | | | 1,015 | | | $ | 66,093 | |
John O. Larsen | | Performance Shares | | | 4,980 | | | $ | 333,909 | |
| Performance-Contingent Restricted Stock | | | 3,212 | | | $ | 209,037 | |
|
| | | |
| | Stock Awards |
| Name | Long-Term Incentive Plan | Number of
Shares
Acquired
on Vesting
(#) | Value
Realized
on Vesting
($)(1)(2) |
| Patricia L. Kampling | Performance Shares | 66,453 | $2,541,495 |
| Performance-Contingent Restricted Stock | 49,916 | $1,952,221 |
| Robert J. Durian | Performance Shares | 2,688 | $102,803 |
| Performance-Contingent Restricted Stock | 2,019 | $78,949 |
| James H. Gallegos | Performance Shares | 11,850 | $453,203 |
| Performance-Contingent Restricted Stock | 8,901 | $348,119 |
| John O. Larsen | Performance Shares | 8,991 | $343,861 |
| Performance-Contingent Restricted Stock | 6,754 | $264,144 |
| Wayne A. Reschke | Performance Shares | 8,209 | $313,953 |
| Performance-Contingent Restricted Stock | 6,167 | $241,179 |
| Thomas L. Hanson | Performance Shares | 17,899 | $684,547 |
| Performance-Contingent Restricted Stock | 13,446 | $525,861 |
| |
| (1) | For performance shares granted for the 2012-20142014-2016 performance period, reflects an amount calculated by multiplying the number of vested performance shares by the fair market value of our common stock on January 2, 2015,3, 2017 (the first business day following the end of 2014)2016) of $66.50,$37.93, plus dividend equivalents ($0.550.315 per share) on such shares for the first quarter of 2015.2017. For performance-contingent restricted stock granted in 20132014 that vested, reflects an amount calculated by multiplying the number of vested shares of performance-contingent restricted stock, plus accumulated dividends (including fractional amounts not shown), by the fair market value of our common stock on February 23, 20152017 (the date the Compensation and Personnel Committee certified achievement of the performance goals for such performance-contingent restricted stock) of $65.09.$39.11. |
| |
| (2) | Executive officers receiving a payout of their performance shares for the performance period ending December 31, 20142016 could elect to receive their awardawards in cash, in shares of common stock, or partially ina combination of cash and partially in common stock. All of the named executive officers elected to receive their awards 100% in cash (based on the fair market value of our common stock on January 3, 2017), except Ms. KamplingMr. Durian and Mr. Gallegos, who elected to receive their awardawards 50% in cash and 50% in common stock. |
(3) | In 2012, performance-restricted cash awards were awarded to Mr. Kopp prior to his becoming an officer of The conversion date for such common stock was February 15, 2017, on which date the company and are not granted to executive officers. The value realized at vesting reflects an amount calculated by multiplying the award datefair market value of our common stock on February 22, 2012 of $43.05 by the number of awarded performance units by the performance payout percent at the end of the performance period of 167.5% on December 31, 2014. Dividend equivalents are not included in such performance units.was $37.54 per share. |
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 35 | |
44 | ALLIANT ENERGY | 2017 Proxy Statement
a. Pension Benefits Table
The
following table sets forth the number of years of credited service, the present value of accumulated benefits and payments during
20142016 for each of our named executive officers under the Alliant Energy Cash Balance Pension Plan, the Alliant Energy Excess Retirement Plan, and the Alliant Energy
Defined Benefit Supplemental Retirement Plan,
or (“DB
SRP,SRP”), which are each described below. The amounts shown for our named executive officers are estimates only and do not necessarily reflect the actual amounts that will be paid to them, which will only be known at the time that they become eligible for payment.
| | | | | | | | | | | | | | |
| | | | |
| Name | | Plan Name | | Number of
Years
Credited
Service
(#)(3) | | | Present
Value of
Accumulated
Benefit
($)(4) | | | Payments
During
2014
($) | |
Patricia L. Kampling | | Cash Balance Pension Plan | | | 2.9 | | | $ | 60,000 | | | $ | 0 | |
| | Excess Retirement Plan | | | 9.3 | | | $ | 174,000 | | | $ | 0 | |
| | DB SRP | | | 9.3 | | | $ | 8,362,000 | | | $ | 0 | |
| | | | | Total | | | $ | 8,596,000 | | | $ | 0 | |
| | | | |
Thomas L. Hanson | | Cash Balance Pension Plan | | | 27.1 | | | $ | 1,086,000 | | | $ | 0 | |
| | Excess Retirement Plan | | | 33.5 | | | $ | 174,000 | | | $ | 0 | |
| | DB SRP | | | 33.5 | | | $ | 3,719,000 | | | $ | 0 | |
| | | | | Total | | | $ | 4,979,000 | | | $ | 0 | |
| | | | |
James H. Gallegos(1) | | Cash Balance Pension Plan | | | N/A | | | | N/A | | | $ | 0 | |
| | Excess Retirement Plan | | | 4.2 | | | $ | 27,000 | | | $ | 0 | |
| | DB SRP | | | N/A | | | | N/A | | | $ | 0 | |
| | | | | Total | | | $ | 27,000 | | | $ | 0 | |
| | | | |
Douglas R. Kopp(2) | | Cash Balance Pension Plan | | | 15.8 | | | $ | 306,000 | | | $ | 0 | |
| | Excess Retirement Plan | | | 22.2 | | | $ | 13,000 | | | $ | 0 | |
| | DB SRP | | | N/A | | | | N/A | | | $ | 0 | |
| | | | | Total | | | $ | 319,000 | | | $ | 0 | |
| | | | |
John O. Larsen | | Cash Balance Pension Plan | | | 20.5 | | | $ | 394,000 | | | $ | 0 | |
| | Excess Retirement Plan | | | 26.9 | | | $ | 93,000 | | | $ | 0 | |
| | DB SRP | | | 26.9 | | | $ | 1,348,000 | | | $ | 0 | |
| | | | | Total | | | $ | 1,835,000 | | | $ | 0 | |
|
| | | | |
| Name | Plan Name | Number of Years
Credited
Service
(#)(3) | Present
Value of
Accumulated
Benefit
($)(4) | Payments
During
2016 ($) |
| Patricia L. Kampling | Cash Balance Pension Plan | 2.9 | $57,000 | $0 |
| Excess Retirement Plan | 11.3 | $258,000 | $0 |
| DB SRP | 11.3 | $10,288,000 | $0 |
| | Total | $10,603,000 | $0 |
Robert J. Durian(1) | Cash Balance Pension Plan | 15.9 | $128,000 | $0 |
| Excess Retirement Plan | 24.3 | $80,000 | $0 |
| DB SRP | N/A | N/A | $0 |
| | Total | $208,000 | $0 |
James H. Gallegos(2) | Cash Balance Pension Plan | N/A | N/A | $0 |
| Excess Retirement Plan | 6.2 | $49,000 | $0 |
| DB SRP | N/A | N/A | $0 |
| | Total | $49,000 | $0 |
| John O. Larsen | Cash Balance Pension Plan | 20.5 | $530,000 | $0 |
| Excess Retirement Plan | 28.9 | $135,000 | $0 |
| DB SRP | 28.9 | $1,735,000 | $0 |
| | Total | $2,400,000 | $0 |
Wayne A. Reschke(2) | Cash Balance Pension Plan | N/A | N/A | $0 |
| Excess Retirement Plan | 7.3 | $24,000 | $0 |
| DB SRP | N/A | N/A | $0 |
| | Total | $24,000 | $0 |
| Thomas L. Hanson | Cash Balance Pension Plan | 27.1 | $1,160,000 | $0 |
| Excess Retirement Plan | 35.5 | $220,000 | $0 |
| DB SRP | 35.5 | $4,121,000 | $0 |
| | Total | $5,501,000 | $0 |
| |
| (1) | Based on his hire date, Mr. Durian is not eligible for the DB SRP or Defined Contribution Supplemental Retirement Plan (“DC SRP”). He is eligible for the Cash Balance Pension Plan and the Excess Retirement Plan. |
| |
| (2) | Mr. Gallegos isand Mr. Reschke are not eligible for the Cash Balance Pension Plan or the DB SRP. He isThey are eligible for the Defined ContributionDC SRP (DC SRP) and the Excess Retirement Plan. The employer contribution to the DC SRP is included in the Summary Compensation Table under “All Other Compensation.” |
(2) | Mr. Kopp does not participate in either the DB SRP or DC SRP. |
| (3) | Years of credited service for the Cash Balance Pension Plan are less than the actual years of service of the officer because the Cash Balance Pension Plan was frozen in August 2008. |
| |
| (4) | The following assumptions, among others, were used to calculate the present value of accumulated benefits: benefit commencement age is earliest unreduced retirement age for the respectivepredominant plan (Ms. Kampling, Mr. Durian, Mr. Larsen and Mr. Larsen at age 65 and Messrs. Hanson and Kopp at age 62 for the Cash Balance Pension Plan and Excess Retirement Plan, Mr. Gallegos and Mr. Reschke at age 65 for the Excess Retirement Plan, and Ms. Kampling, Mr. Larsen and Messrs.Mr. Hanson and Larsen at age 62 for the DB SRP); the benefit calculation date is December 31, 2014,2016, consistent with our accounting measurement date for financial statement reporting purposes; the ASC 715 discount rate is 4.00%4.11% for the DB SRP, 3.70%3.69% for the Excess Retirement Plan, and 4.15%4.13% for the Cash Balance Pension Plan (compared to 4.85% for the DB SRP, 4.30% for the Excess Retirement Plan, and 4.85% for the Cash Balance Pension Plan in 2013); the post-retirement mortality assumption is based on the RP-2014 mortality table with white collar adjustment and generational projection using Scale MP-2014 (same as used for ASC 715 valuations); the form of payment is 50% lump sum and 50% annuity for the Cash Balance Pension Plan and 100% lump sum for the Excess Retirement Plan; the effective lump sum interest rate is 2.7% at year-end 2014; and the 50% DB SRP target benefit has been prorated over an executive’s service career until his or her benefit eligibility date. |
(compared to 4.35% for the DB SRP, 4.05% for the Excess Retirement Plan, and 4.43% for the Cash Balance Pension Plan in 2015); the post-retirement mortality assumption is based on the RP-2014 mortality table with white collar adjustment and generational projection starting in 2006 using a modified Scale MP-2016 (same as used for ASC 715 valuations); the form of payment is 40% lump sum and 60% annuity for the Cash Balance Pension Plan and 100% lump sum for the Excess Retirement Plan; the ASC 715 accounting valuation for the DB SRP anticipates payments in the form of a lump sum (for those that elected lump sum or installment) and the effective lump sum interest rate for valuation purposes is approximately 2.83% at year-end 2016; and the 50% DB SRP target benefit has been prorated over an executive’s service career until his or her benefit eligibility date.
b. Alliant Energy Cash Balance Pension Plan A portion of our salaried employees, including our named executive officers, is eligible to participate in the Alliant Energy Cash Balance Pension Plan that we maintain. The Cash Balance Pension Plan bases a participant’s defined benefit pension on the value of a hypothetical account balance. For individuals participating in the Cash Balance Pension Plan as of August 1, 1998, a starting account balance was created equal to the present value of the benefit accrued as of December 31, 1997, under the applicable prior benefit formula. In addition, such individuals received a special one-time transition credit amount equal to a specified percentage varying with age and multiplied by credited service and pay. For 1998 through August 2, 2008, participants received annual credits to the account equal to 5% of base pay (including certain performance payments, pre-tax deferrals and other items). For 1998 through August 2, 2008, participants also received an interest credit on all prior accruals equal to 4%, plus a potential share of the gain on the investment return on Cash Balance Pension Plan assets for the year. We amended the Cash Balance Pension Plan’s interest crediting rate for 2009 and future years. The new interest crediting rate is equal to the annual percentage change in the consumer price index as of October each year, plus 3%.
| | |
36 | | ALLIANT ENERGY I 2015 Proxy Statement |
EXECUTIVE COMPENSATION
All of our named executive officers, with the exception of Ms. Kampling and Mr. Gallegos are “grandfathered” under the applicable prior plan benefit formula.
Ms. Kampling’s benefit is determined under the Cash Balance Pension Plan formula. Mr. Gallegos
isand Mr. Reschke are not eligible
forto participate in the Cash Balance Pension Plan. For
Messrs.Mr. Durian, Mr. Larsen and Mr. Hanson,
Kopp and Larsen, estimated benefits under the applicable prior plan benefit formula are expected to be higher than under the Cash Balance Pension Plan formula, utilizing current assumptions. Therefore,
thetheir benefits
for all of our named executive officers participating in the Cash Balance Pension Plan, with the exception of Ms. Kampling, would currently beare determined under the applicable prior plan benefit formula. To the extent benefits under the Cash Balance Pension Plan are limited by tax law, any excess will be paid under the Excess Retirement Plan described below. Cash Balance Pension Plan accruals ceased as of August 2, 2008. This “freeze” applies to both the 5% of base pay annual credits to the hypothetical account balance and to the grandfathered prior plan formulas. Subsequent to August 2, 2008, active participants receive enhanced benefits under the Alliant Energy Corporation 401(k) Savings Plan.
1. WPL Plan A Prior Formula
One of the applicable prior plan formulas provided retirement income based on years of credited service and final average compensation for the 36 highest consecutive months, with a reduction for Social Security
offset.offset (“WPL Formula”). Mr. Hanson is covered by
this prior formula.the WPL Formula.
For purposes of the Cash Balance Pension Plan,WPL Formula, compensation means payment for services rendered (including vacation and sick pay) and is substantially equivalent to the salary amounts reported in the Summary Compensation Table. Cash Balance Pension PlanWPL Formula benefits depend uponon length of Cash Balance Pension Plancredited service (up to a maximum of 30 years), age at retirement and amount of compensation (determined in accordance with the Cash Balance Pension PlanWPL Formula and subject to the limit in the tax code) and are reduced by up to 50% of Social Security benefits. The general formula isA xB, where:A = (55% of final average compensation) – (50% of Social Security benefits); andB = a fraction not greater than 1, the numerator of which is the number of years of credited service and the denominator of which is 30. This formula provides the basic benefit payable for the life of the participant. If the participant receives an alternative form of payment, then the monthly benefit would be reduced accordingly.
2. IES Industries Pension Plan Prior Formula
Another applicable prior plan formula applies to
Messrs. KoppMr. Durian and
Mr. Larsen. This formula provides retirement income based on years of service, final average compensation, and Social Security covered compensation.
The monthly benefit formula for Messrs. KoppMr. Durian and Mr. Larsen for service until the August 2, 2008 freeze date isA +B +C +D where:A = the benefit Messrs. Kopp and Larsen had accrued under an old formula in existence prior to 1988;B= 1.05% of average monthly compensation for the number of years of service not in excess of 35;CB = 0.50% of average monthly compensation in excess of Social Security covered compensation for the number of years of service not in excess of 35; andDC = 1.38% of average monthly compensation for the number of years of service in excess of 35. Compensation generally is the salary amount reported in the Summary Compensation Table (subject to the limit in the tax code), with the final average compensation being calculated based on the three highest calendar years of such pay. The formula provides the basic benefit payable for the life of the participant. If the participant receives an alternative form of payment, then the monthly benefit would be reduced accordingly. Messrs. Kopp and Larsen are eligible for earlyEarly retirement benefits because each hasare available after Mr. Durian
46 | ALLIANT ENERGY | 2017 Proxy Statement
and Mr. Larsen reach age 55 provided they have at least 15 years of
service or more.service. Unreduced benefits are available at age 62. Benefits that commence prior to age 62 are reduced by a factor of not less than 5% per year.
c. Alliant Energy Excess Retirement Plan
We maintain an unfunded Excess Retirement Plan that provides funds for payment of retirement benefits where an employee’s retirement benefits exceed statutory limits applicable to the tax-qualified plans. The Excess Retirement Plan provides an amount equal to the difference between (i) the actual pension benefit payable under the Cash Balance Pension Plan and our actual contributions based on age and service to the Alliant Energy Corporation 401(k) Savings Plan, and (ii) what such benefits and contributions would be if calculated without regard to any limitation imposed by the
Codetax code on pension benefits or covered compensation.
d. Alliant Energy Supplemental Retirement Plan
We maintain a
legacy DB SRP and a
legacy DC SRP, which
are designed to create incentives for key executives to remain in our service by providingprovide additional
compensation payable onlyretirement benefits if the executive remains with us until retirement, disability or death. The DB SRP is an unfunded, defined benefit retirement plan. The DC SRP is an unfunded, defined contribution plan. The DB SRP was discontinued in
2008 and we2008. We also do not anticipate providing any DC SRP benefits to any executives hired or promoted in or after 2013.
Ms. Kampling, Mr. Larsen and Mr. Hanson participate in the DB SRP. Mr. Gallegos
participatesand Mr. Reschke participate in the DC
SRP only,SRP. Mr. Durian does not
participate in either the DB
SRP. TheSRP or the DC
SRP was amended in 2014 to provide for full vesting at age 55 with at least five years of participation. The amendment did not cause immediate vesting for Mr. Gallegos. | | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 37 | |
EXECUTIVE COMPENSATION
SRP.
For Ms. Kampling, Mr. Larsen and Messrs.Mr. Hanson, and Larsen, the DB SRP provides for payments in accordance with the formula
A — - (B + C + D) where:A = 50% of the participant’s average annual earnings (base salary plus annual performance pay) for the highest paid three consecutive years out of the last 10 years of the participant’s employment;B = benefits payable to the officer from the officer’s defined benefit plan;C = the aggregate companyCompany contributions based on age and service to the Alliant Energy Corporation 401(k) Savings Plan; andD = the Excess Retirement Plan. The normal retirement date under the DB SRP is age 62 with at least 10 years of service andservice; early retirement is at age 55 with at least 10 years of service and five or more years of continuous DB SRP employment. If a participant retires prior to age 62, the payment under the DB SRP is reduced by approximately 5% per year for each year the participant’s retirement date precedes his/his or her normal retirement date. This early retirement reduction factor is applied prior to any other offsets (described asB,C, orD above). Payment of benefits under the DB SRP commences six months after the participant’s retirement.
At the timely election of the participant, benefits under the DB SRP will be made in a lump sum, in annual installments over a period of five years, or in monthly installments for 18 years. Participants made their elections in December 2008. Participants may change their form of payment once, provided that the new election is made at least 12 months prior to their retirement. If such an election is made, benefits under the DB SRP will not be paid for five years after they otherwise would have been.
For Ms. Kampling and Messrs. Hanson and Larsen, if If the monthly benefit is selected, and in either case the participant dies prior to receiving 12 years of payments, payments continue to any surviving spouse or dependent children, payable for the remainder of the 12-year period. In each case, ifIf the five annual installmentinstallments benefit is selected and the participant dies prior to receiving five annual payments, payments will continue to any surviving spouse or dependent children, payable for the remainder of the five-year period. If the participant dies while still employed by us, the designated beneficiary will receive a lump sum equal to the discounted value of retirement benefits for 12 years.
For Mr. Gallegos
and Mr. Reschke, the annual contribution
credited to the DC SRP is equal to 12% of annual earnings, which consists of base salary and annual performance pay earned for the year. An annual interest credit is earned on Mr. Gallegos’
and Mr. Reschke’s accounts based
uponon the annual investment return of a benchmark S&P 500 index fund. The normal retirement date under the DC SRP is age 55 with at least five years of continuous SRP employment. Payment of benefits under the DC SRP commences six months after the participant’s retirement. Upon retirement, distribution from the plan is made in five annual installments.
| | |
38 | | ALLIANT ENERGY I 2015 Proxy Statement |
EXECUTIVE COMPENSATION
NONQUALIFIED
2016 NON-QUALIFIED DEFERRED COMPENSATION
The table below sets forth certain information as of December 31,
20142016 for each of our named executive officers with respect to the Alliant Energy Deferred Compensation Plan, which is described below.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Executive
Contributions
in 2014
($)(1) | | | Registrant
Contributions
in 2014
($)(2) | | | Aggregate
Earnings
in 2014
($)(3) | | | Aggregate
Withdrawals/
Distributions
in 2014
($) | | | Aggregate
Balance as of
December 31,
2014
($)(4) | |
Patricia L. Kampling | | $ | 84,423 | | | $ | 25,019 | | | $ | 31,712 | | | $ | 0 | | | $ | 205,822 | |
Thomas L. Hanson | | $ | 70,125 | | | $ | 8,572 | | | $ | 101,142 | | | $ | 0 | | | $ | 702,789 | |
James H. Gallegos | | $ | 28,661 | | | $ | 5,581 | | | $ | 8,112 | | | $ | 0 | | | $ | 91,350 | |
Douglas R. Kopp | | $ | 42,448 | | | $ | 1,508 | | | $ | 11,681 | | | $ | 0 | | | $ | 135,272 | |
John O. Larsen | | $ | 51,577 | | | $ | 5,004 | | | $ | 144,075 | | | $ | 0 | | | $ | 905,823 | |
|
| | | | | |
| Name | Executive
Contributions
in 2016
($)(1) | Registrant
Contributions
in 2016
($)(2) | Aggregate
Earnings
in 2016
($)(3) | Aggregate
Withdrawals/
Distributions
in 2016
($) | Aggregate
Balance as of
December 31,
2016
($)(4) |
| Patricia L. Kampling | $153,827 | $28,246 | $44,026 | $0 | $656,498 |
| Robert J. Durian | $30,848 | $3,339 | $64,287 | $0 | $947,285 |
| James H. Gallegos | $29,283 | $7,923 | $18,818 | $0 | $173,120 |
| John O. Larsen | $11,215 | $5,608 | $150,751 | $0 | $1,137,048 |
| Wayne A. Reschke | $61,952 | $5,508 | $29,590 | $0 | $460,214 |
| Thomas L. Hanson | $128,420 | $9,923 | $108,231 | $0 | $1,077,938 |
| |
| (1) | The amounts reported are also reported under the “Salary” and “Non-Equity Incentive Plan Compensation” headings,columns, as applicable, in the Summary Compensation Table. |
| |
| (2) | The amounts reported are also reported under the “All Other Compensation” headingcolumn in the Summary Compensation Table and represent contributions earned in the last completed fiscal year but not credited until the following fiscal year. |
| |
| (3) | The following portion of the amounts reported in this column, which represents above-market interest on deferred compensation, is reported under the “Change in Pension Value and NonqualifiedNon-qualified Deferred Compensation Earnings” headingcolumn in the Summary Compensation Table:Table. |
| | | | |
| Name | | Above-Market
Interest on
Deferred
Compensation | |
Patricia L. Kampling | | $ | 252 | |
Thomas L. Hanson | | $ | 1,174 | |
James H. Gallegos | | $ | 166 | |
Douglas R. Kopp | | $ | 252 | |
John O. Larsen | | $ | 2,411 | |
|
| |
| Name | Above-Market
Interest on
Deferred
Compensation |
| Patricia L. Kampling | $2,745 |
| Robert J. Durian | $1,150 |
| James H. Gallegos | $343 |
| John O. Larsen | $3,415 |
| Wayne A. Reschke | $542 |
| Thomas L. Hanson | $2,620 |
| |
| (4) | The following amounts included in this column for the Alliant Energy Deferred Compensation planPlan also have been reported in the “Total” column of the Summary Compensation Table for 20132015 and 2012.2014. |
| | | | | | | | |
| Name | | Reported for
2013 | | | Reported for
2012 | |
Patricia L. Kampling | | $ | 0 | | | $ | 0 | |
Thomas L. Hanson | | $ | 62,934 | | | $ | 61,831 | |
James H. Gallegos | | $ | 41 | | | $ | 96 | |
John O. Larsen | | $ | 46,004 | | | $ | 41,115 | |
|
| | |
| Name | Reported for
2015 | Reported for
2014 |
| Patricia L. Kampling | $221,891 | $109,442 |
| James H. Gallegos | $25,689 | $34,242 |
| John O. Larsen | $65,424 | $56,581 |
| Thomas L. Hanson | $124,998 | $78,697 |
We maintain the Alliant Energy Deferred Compensation Plan (AEDCP)(“AEDCP”) under which participants, including our current named executive officers, may defer up to 100% of base salary and annual performance pay. Participants who have made the maximum allowed contribution to the Alliant Energy Corporation 401(k) Savings Plan may receive an additional credit from the Company to the AEDCP. The credit made in January 20142016 was equal to 50% ofA — - B, where:
A = the lesser of (i) 8% of base salary for the plan year or (ii) the sum of the amounts (if any) contributed by the participant to the Alliant Energy Corporation 401(k) Savings Plan during the applicable year that were eligible for matching contributions under the Alliant Energy Corporation 401(k) Savings Plan, plus the amounts deferred by the participant during the applicable year under the AEDCP; and
B = the amount of any matching contributions under the Alliant Energy Corporation 401(k) Savings Plan on behalf of the participant for the applicable year.
48 | ALLIANT ENERGY | 2017 Proxy Statement
The participant may elect to have his or her deferrals credited to an Interest Account, Equity Account, Company Stock Account or Mutual Fund Account. Deferrals and matching contributions to the Interest Account receive an annual return based on the
10-year Treasury Bond Rate plus 1.50%
as established by the Federal Reserve.. Deferrals and matching contributions credited to the Equity Account are treated as invested in an S&P 500 index fund. Deferrals and matching contributions credited to the Mutual Fund Account are treated as invested in a mutual fund or other investment vehicle offered under the Alliant Energy Corporation 401(k) Savings Plan as made available by our Investment Committee and selected by the participant. Deferrals and matching
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 39 | |
EXECUTIVE COMPENSATION
contributions credited to the Company Stock Account are treated as though invested in our common stock and are credited with dividend equivalents, which are treated as if reinvested. The shares of common stock identified as obligations under the AEDCP are held in a rabbi trust. Payments from the AEDCP due to death or retirement may be made in a lump sum or in annual installments for up to 10 years at the election of the participant. Payments from the AEDCP for any reason other than death or retirement are made in a lump sum. Participants are selected by our chief executive officer.Chief Executive Officer. All of our current named executive officers are participants in the AEDCP.
We maintain a frozen legacy deferred compensation plan (the IES Deferred Compensation Plan) in which Mr. Larsen has a frozen account balance in the amount of
$22,250$26,435 as of December 31,
2014.2016. An interest credit is provided for the balance in the account at a rate of 11% for the balance in the account prior to July 1, 1993 and 9% on the remainder of the account. This plan was frozen on April 21, 1998, and since then, no amounts have been deferred to the account.
| | |
40 | | ALLIANT ENERGY I 2015 Proxy Statement |
2016 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following tables describe potential payments and benefits under our compensation and benefit plans and arrangements to which our named executive officers would be entitled upon termination of employment and/or a change in control of our Company. The estimated amount of compensation payable to each of our named executive officers in each situation is listed in the
following tables
below assuming that the termination and/or change in control of our
companyCompany occurred on December
31, 2014,30, 2016, the last business day of our last completed fiscal year, and that our common stock is valued at
$66.42,$37.89, which was the closing market price for our common stock on
December 31, 2014.that date. The actual amount of payments and benefits can only be determined at the time of such a termination or change in control and therefore the actual amounts will vary from the estimated amounts in the
tables below.following tables. Descriptions of the circumstances that would trigger payments or benefits to our named executive officers, the method under which such payments and benefits are determined under the circumstances, material conditions and obligations applicable to the receipt of payments or benefits, and other material factors regarding such agreements and plans, as well as other material assumptions that we have made in calculating the estimated compensation, follow these tables.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Patricia L. Kampling | | Death | | | Disability | | | Involuntary
Termination
Without
Cause | | | Retirement | | | Change in
Control and
Termination
Without
Cause or for
Good
Reason | | | Change in
Control
Without
Termination | |
Triggered Payouts | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Termination Payment | | $ | 0 | | | $ | 0 | | | $ | 850,000 | | | $ | 0 | | | $ | 5,575,575 | | | $ | 0 | |
Life, Medical, Dental Insurance Continuation | | $ | 0 | | | $ | 0 | | | $ | 9,923 | | | $ | 0 | | | $ | 59,536 | | | $ | 0 | |
Lump Sum SRP | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 818,000 | | | $ | 0 | |
Unearned Performance Contingent Restricted Stock | | $ | 1,535,697 | | | $ | 1,535,697 | | | $ | 511,899 | | | $ | 1,535,697 | | | $ | 511,899 | | | $ | 511,899 | |
Unearned Performance Shares | | $ | 2,975,948 | | | $ | 2,975,948 | | | $ | 1,485,218 | | | $ | 2,975,948 | | | $ | 1,485,218 | | | $ | 1,485,218 | |
Outplacement Services | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | | | $ | 85,000 | | | $ | 0 | |
Legal and Accounting Advisor Services | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | |
Excise Tax Cut Back | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | |
Total Pre-Tax Benefit | | | $4,511,645 | | | | $4,511,645 | | | | $2,867,040 | | | | $4,511,645 | | | | $8,545,228 | | | | $1,997,117 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Thomas L. Hanson | | Death | | | Disability | | | Involuntary
Termination
Without
Cause | | | Retirement | | | Change in
Control and
Termination
Without
Cause or for
Good
Reason | | | Change in
Control
Without
Termination | |
Triggered Payouts | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Termination Payment | | $ | 0 | | | $ | 0 | | | $ | 435,000 | | | $ | 0 | | | $ | 1,558,170 | | | $ | 0 | |
Life, Medical, Dental Insurance Continuation | | $ | 0 | | | $ | 0 | | | $ | 6,432 | | | $ | 0 | | | $ | 25,728 | | | $ | 0 | |
Lump Sum SRP | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Unearned Performance Contingent Restricted Stock | | $ | 413,664 | | | $ | 413,664 | | | $ | 137,888 | | | $ | 413,664 | | | $ | 137,888 | | | $ | 137,888 | |
Unearned Performance Shares | | $ | 840,877 | | | $ | 840,877 | | | $ | 426,239 | | | $ | 840,877 | | | $ | 426,239 | | | $ | 426,239 | |
Outplacement Services | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | | | $ | 43,500 | | | $ | 0 | |
Legal and Accounting Advisor Services | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | |
Excise Tax Cut Back | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | ($ | 355,297 | ) | | | n/a | |
Total Pre-Tax Benefit | | | $1,254,541 | | | | $1,254,541 | | | | $1,015,559 | | | | $1,254,541 | | | | $1,846,228 | | | | $564,127 | |
|
| | | | | | |
| Patricia L. Kampling | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | | | | | | |
| Cash Termination Payment | $0 | $0 | $945,000 | $0 | $5,811,750 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $10,742 | $0 | $170,937 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $973,243 | $973,243 | $324,414 | $973,243 | $324,414 | $324,414 |
| Unearned Performance-Contingent Restricted Stock | $1,640,182 | $1,640,182 | $1,093,467 | $1,640,182 | $1,093,467 | $1,093,467 |
| Unearned Performance Restricted Stock Units | $1,135,450 | $1,135,450 | $378,483 | $1,135,450 | $378,483 | $378,483 |
| Unearned Performance Shares | $2,680,983 | $2,680,983 | $1,408,839 | $2,680,983 | $1,408,839 | $1,408,839 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $94,500 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Excise Tax Cut Back | n/a | n/a | n/a | n/a | n/a | n/a |
| Total Pre-Tax Benefit | $6,429,858 | $6,429,858 | $4,170,945 | $6,429,858 | $9,292,390 | $3,205,203 |
|
| | | | | | |
| Robert J. Durian | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | | | | | | |
| Cash Termination Payment | $0 | $0 | $360,000 | $0 | $1,224,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $6,960 | $0 | $58,584 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $69,680 | $69,680 | $23,227 | $69,680 | $23,227 | $23,227 |
| Unearned Performance-Contingent Restricted Stock | $98,211 | $98,211 | $65,473 | $98,211 | $65,473 | $65,473 |
| Unearned Performance Restricted Stock Units | $81,312 | $81,312 | $27,129 | $81,312 | $27,129 | $27,129 |
| Unearned Performance Shares | $173,839 | $173,839 | $88,789 | $173,839 | $88,789 | $88,789 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $36,000 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Excise Tax Cut Back | n/a | n/a | n/a | n/a | n/a | n/a |
| Total Pre-Tax Benefit | $423,042 | $423,042 | $581,578 | $423,042 | $1,533,202 | $204,618 |
50 | ALLIANT ENERGY | 2017 Proxy Statement
|
| | | | | | |
| James H. Gallegos | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | | | | | | |
| Cash Termination Payment | $0 | $0 | $425,000 | $0 | $1,360,000 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $6,268 | $0 | $62,165 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $182,402 | $182,402 | $60,813 | $182,402 | $60,813 | $60,813 |
| Unearned Performance-Contingent Restricted Stock | $308,879 | $308,879 | $205,932 | $308,879 | $205,932 | $205,932 |
| Unearned Performance Restricted Stock Units | $212,733 | $212,733 | $70,930 | $212,733 | $70,930 | $70,930 |
| Unearned Performance Shares | $503,804 | $503,804 | $264,965 | $503,804 | $264,965 | $264,965 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $42,500 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Excise Tax Cut Back | n/a | n/a | n/a | n/a | n/a | n/a |
| Total Pre-Tax Benefit | $1,207,818 | $1,207,818 | $1,043,908 | $1,207,818 | $2,077,305 | $602,640 |
|
| | | | | | |
| John O. Larsen | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | | | | | | |
| Cash Termination Payment | $0 | $0 | $375,000 | $0 | $1,162,500 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $10,742 | $0 | $91,514 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $463,000 | $0 |
| Unearned Restricted Stock Units | $122,271 | $122,271 | $40,757 | $122,271 | $40,757 | $40,757 |
| Unearned Performance-Contingent Restricted Stock | $211,275 | $211,275 | $140,849 | $211,275 | $140,849 | $140,849 |
| Unearned Performance Restricted Stock Units | $142,675 | $142,675 | $47,552 | $142,675 | $47,552 | $47,552 |
| Unearned Performance Shares | $341,749 | $341,749 | $180,281 | $341,749 | $180,281 | $180,281 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $37,500 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Excise Tax Cut Back | n/a | n/a | n/a | n/a | n/a | n/a |
| Total Pre-Tax Benefit | $817,970 | $817,970 | $805,181 | $817,970 | $2,173,953 | $409,439 |
|
| | | | | | |
| Wayne A. Reschke | Death | Disability | Involuntary Termination Without Cause | Retirement | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | | | | | | |
| Cash Termination Payment | $0 | $0 | $365,000 | $0 | $1,131,500 | $0 |
| Life, Medical, Dental Insurance Continuation | $0 | $0 | $6,960 | $0 | $71,240 | $0 |
| Lump Sum SRP | $0 | $0 | $0 | $0 | $0 | $0 |
| Unearned Restricted Stock Units | $119,012 | $119,012 | $39,671 | $119,012 | $39,671 | $39,671 |
| Unearned Performance-Contingent Restricted Stock | $196,611 | $196,611 | $131,099 | $196,611 | $131,099 | $131,099 |
| Unearned Performance Restricted Stock Units | $138,886 | $138,866 | $46,264 | $138,886 | $46,264 | $46,264 |
| Unearned Performance Shares | $324,168 | $324,168 | $169,823 | $324,168 | $169,823 | $169,823 |
| Outplacement Services | $0 | $0 | $10,000 | $0 | $36,500 | $0 |
| Legal and Accounting Advisor Services | $0 | $0 | $0 | $0 | $10,000 | $0 |
| Excise Tax Cut Back | n/a | n/a | n/a | n/a | n/a | n/a |
| Total Pre-Tax Benefit | $778,677 | $778,657 | $768,817 | $778,677 | $1,636,097 | $386,857 |
|
| | | | | | |
ALLIANT ENERGY I 2015 Proxy StatementThomas L. Hanson | Death | Disability | Involuntary Termination Without Cause | Retirement(1) | Change in Control and Termination Without Cause or for Good Reason | Change in Control Without Termination |
| Triggered Payouts | n/a | n/a | n/a | | 41n/a | n/a |
| Cash Termination Payment | | | | $0 | | |
EXECUTIVE COMPENSATION
| | | | | | | | | | | | | | | | | | | | | | | | |
| James H. Gallegos | | Death | | | Disability | | | Involuntary
Termination
Without
Cause | | | Retirement | | | Change in
Control and
Termination
Without
Cause or for
Good
Reason | | | Change in
Control
Without
Termination | |
Triggered Payouts | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Termination Payment | | $ | 0 | | | $ | 0 | | | $ | 360,000 | | | $ | 0 | | | $ | 1,208,160 | | | $ | 0 | |
Life, Medical, Dental Insurance Continuation | | $ | 0 | | | $ | 0 | | | $ | 5,792 | | | $ | 0 | | | $ | 23,170 | | | $ | 0 | |
Lump Sum SRP | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 40,000 | | | $ | 0 | |
Unearned Performance Contingent Restricted Stock | | $ | 273,850 | | | $ | 273,850 | | | $ | 91,261 | | | $ | 273,850 | | | $ | 91,261 | | | $ | 91,261 | |
Unearned Performance Shares | | $ | 555,803 | | | $ | 555,803 | | | $ | 281,599 | | | $ | 555,803 | | | $ | 281,599 | | | $ | 281,599 | |
Outplacement Services | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | | | $ | 36,000 | | | $ | 0 | |
Legal and Accounting Advisor Services | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | |
Excise Tax Cut Back | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | ($ | 479,807 | ) | | | n/a | |
Total Pre-Tax Benefit | | $ | 829,653 | | | $ | 829,653 | | | $ | 748,652 | | | $ | 829,653 | | | $ | 1,210,383 | | | $ | 372,860 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Douglas R. Kopp | | Death | | | Disability | | | Involuntary
Termination
Without
Cause | | | Retirement | | | Change in
Control and
Termination
Without
Cause or for
Good
Reason | | | Change in
Control
Without
Termination | |
Triggered Payouts | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Termination Payment | | $ | 0 | | | $ | 0 | | | $ | 265,000 | | | $ | 0 | | | $ | 799,505 | | | $ | 0 | |
Life, Medical, Dental Insurance Continuation | | $ | 0 | | | $ | 0 | | | $ | 6,432 | | | $ | 0 | | | $ | 25,728 | | | $ | 0 | |
Lump Sum SRP | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Unearned Performance Contingent Restricted Stock | | $ | 117,563 | | | $ | 117,563 | | | $ | 39,188 | | | $ | 117,563 | | | $ | 39,188 | | | $ | 39,188 | |
Unearned Performance Shares | | $ | 177,408 | | | $ | 177,408 | | | $ | 80,080 | | | $ | 177,408 | | | $ | 80,080 | | | $ | 80,080 | |
Outplacement Services | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | | | $ | 26,500 | | | $ | 0 | |
Legal and Accounting Advisor Services | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | |
Excise Tax Cut Back | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | ($ | 432,321 | ) | | | n/a | |
Total Pre-Tax Benefit | | $ | 294,971 | | | $ | 294,971 | | | $ | 400,700 | | | $ | 294,971 | | | $ | 548,680 | | | $ | 119,268 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| John O. Larsen | | Death | | | Disability | | | Involuntary
Termination
Without
Cause | | | Retirement | | | Change in
Control and
Termination
Without
Cause or for
Good Reason | | | Change in
Control
Without
Termination | |
Triggered Payouts | | | | | | | | | | | | | | | | | | | | | | | | |
Cash Termination Payment | | $ | 0 | | | $ | 0 | | | $ | 345,000 | | | $ | 0 | | | $ | 1,040,865 | | | $ | 0 | |
Life, Medical, Dental Insurance Continuation | | $ | 0 | | | $ | 0 | | | $ | 9,923 | | | $ | 0 | | | $ | 39,691 | | | $ | 0 | |
Lump Sum SRP | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 849,000 | | | $ | 0 | |
Unearned Performance Contingent Restricted Stock | | $ | 207,762 | | | $ | 207,762 | | | $ | 69,276 | | | $ | 207,762 | | | $ | 69,276 | | | $ | 69,276 | |
Unearned Performance Shares | | $ | 401,177 | | | $ | 401,177 | | | $ | 199,968 | | | $ | 401,177 | | | $ | 199,968 | | | $ | 199,968 | |
Outplacement Services | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | | | $ | 34,500 | | | $ | 0 | |
Legal and Accounting Advisor Services | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 10,000 | | | $ | 0 | |
Excise Tax Cut Back | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | ($ | 670,933 | ) | | | n/a | |
Total Pre-Tax Benefit | | $ | 608,939 | | | $ | 608,939 | | | $ | 634,167 | | | $ | 608,939 | | | $ | 1,572,367 | | | $ | 269,244 | |
| | |
42Life, Medical, Dental Insurance Continuation | | ALLIANT ENERGY I 2015 Proxy Statement | | $0 | | |
| Lump Sum SRP | | | | $0 | | |
| Unearned Restricted Stock Units | | | | $260,911 | | |
| Unearned Performance-Contingent Restricted Stock | | | | $430,885 | | |
| Unearned Performance Restricted Stock Units | | | | $304,370 | | |
| Unearned Performance Shares | | | | $710,399 | | |
| Outplacement Services | | | | $0 | | |
| Legal and Accounting Advisor Services | | | | $0 | | |
| Excise Tax Cut Back | | | | n/a | | |
| Total Pre-Tax Benefit |
|
|
| $1,706,565 |
|
|
EXECUTIVE COMPENSATION
(1) Amounts in this column were calculated based on pro-rata shares at target performance. Mr. Hanson is eligible to receive payments after the vesting periods end if vesting criteria are met.
b. Change in Control Agreements
We currently have in effect Key Executive Employment and Severance Agreements
(KEESAs)(“KEESAs”) with all
our executive officers, including our named executive officers,
and certain of our key employees.except Mr. Hanson who retired on December 31, 2016. The KEESAs provide that each executive officer who is a party thereto is entitled to benefits if, within a period of up to three years (in the case of Ms. Kampling), or two years (in the case of
Messrs. Hanson,Mr. Durian, Mr. Gallegos,
KoppMr. Larsen and
Larsen)Mr. Reschke) after a change in control of our
companyCompany (as defined below), or within 180 days prior thereto in connection with a change in control, the
officer’sexecutive’s employment
is ended throughends as a result of (a) termination by us, other than by reason of death or disability or for cause (as defined below), or (b) termination by the officer for good reason (as defined below).
The KEESAs provide the following benefits, each of which
areis reflected in the tables above, assuming the maximum potential amounts payable pursuant to the terms of the KEESAs:
reimbursement not to exceed 10% of the officer’s annual base salary for outplacement services;services
52 | ALLIANT ENERGY | 2017 Proxy Statement
continuation of life, medical and dental insurance coverage for up to three years (in the case of Ms. Kampling) or two years (in the case of Messrs. Hanson,Mr. Durian, Mr. Gallegos, KoppMr. Larsen and Larsen);Mr. Reschke)
full vesting of the officer’s accrued benefit under any SRP and in any defined contribution retirement plan, and deemed satisfaction of any minimum years of service requirement under the SRP (the amounts shown in the tables above assume a lump sum form of payment under the SRP using the 20152017 lump sum interest rate of 2.54%1.84% and a single life annuity or lump sum payment under our qualified Cash Balance Pension Plan and nonqualified Excess Retirement Plan using a lump sum interest rate for payment commencing in fiscal 20152017 (i.e., IRS PPA lump sum segment interest rate of 1.29%1.57%, 3.81%3.45%, and 4.88%4.39%)), provided that the SRP benefit will not be received until the executive officer reaches age 55;55
full vesting of any time-basedtime-vesting restricted stock;stock
payment at target of all performance plan awards pursuant to any long-term performance plan on a pro rata basis, unless the award cycle has been in effect less than six months;months
a cash termination payment of up to three times (in the case of Ms. Kampling), or two times (in the case of Messrs. Hanson,Mr. Durian, Mr. Gallegos, KoppMr. Larsen and Larsen)Mr. Reschke) the sum of (i) the officer’s annual base salary, and (ii) the greater of the officer’s target annual performance pay for the year in which the termination date occurs, or the officer’s annual performance pay in the year prior to the change in control;control and
reimbursement for up to $10,000 in legal or accounting advisor fees.
The
KEESA for Ms. Kampling providesKEESAs provide that if any portion of the benefits under the
KEESA,KEESAs, or under any other agreement, would constitute an excess parachute payment for purposes of the tax code,
shethe executive may receive the better, on an after-tax basis, of either a payment $1 less than the maximum amount
shethey may receive without becoming subject to the 20% excise tax, or receive the fully calculated payment subject to applicable excise taxes for which
shethey would be personally responsible.
For Ms. Kampling, theThe potential payment and benefit amounts shown in the table above assume
Ms. Kampling receivesthe executives receive the full payment under the
KEESAKEESAs without giving effect to the cutback provision.
The KEESAs for Messrs. Hanson, Gallegos, Kopp and Larsen provide that if the aggregate payments under the KEESA, or otherwise, are an “excess parachute payment,” then the payments will be reduced so that the officer will be entitled to receive $1 less than the maximum amount that the officer could receive without becoming subject to the 20% excise tax, or that we may pay without loss of deduction under the tax code. For Messrs. Hanson, Gallegos, Kopp and Larsen, the potential payment and benefit amounts shown in the tables above reflect this cutback provision from their KEESAs.In consideration of the KEESA benefits, the executive
officer agrees not to compete with us for a period of one year after the executive
officer leaves us, and to keep in confidence any proprietary information or confidential information for a period of five years after the executive officer leaves us. Both of these conditions can be waived in writing by our Chief Executive Officer and Board of Directors, respectively.
Under the KEESAs, a “change in control” is deemed to have occurred if:
any person (with certain exceptions set forth in the KEESAs) is or becomes the beneficial owner of securities representing 30% or more of our outstanding shares of common stock or combined voting power;power
there is a change in a majority of our Board of Directors that is not approved by at least two-thirds of the existing directors;directors
our shareowners approve a merger, consolidation or share exchange with any other corporation (or the issuance of voting securities in connection with a merger, consolidation or share exchange) in which our shareowners control less than 50% of the combined voting power after the merger, consolidation or share exchange;exchange or
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 43 | |
EXECUTIVE COMPENSATION
our shareowners approve of a plan of complete liquidation or dissolution or an agreement for the sale or disposition by us of all or substantially all of our assets.
Under the KEESAs, the term “cause” generally means:
engaging in intentional conduct that causes us demonstrable and serious financial injury;injury
conviction of a felony that substantially impairs the officer’s ability to perform duties or responsibilities;responsibilities or
continuing willful and unreasonable refusal by an officer to perform duties or responsibilities.
Under the KEESAs, the term “good reason” generally means:
a material breach of the agreement by us;us
a material diminution in the officer’s base compensation;compensation
a material diminution in the officer’s authority, duties or responsibilities, including a material diminution in the budget over which he or she retains authority;authority or
a material diminution in the authority, duties or responsibilities of the supervisor to whom the officer is required to report, including a requirement that he or she report to a corporate officer or employee instead of reporting directly to the boardBoard of directors.Directors.
The
officerexecutive must notify the Company of the existence of the good reason event within 90 days of such event, and the Company must be given a 30-day period to cure the event.
c.
Performance-Contingent Restricted StockLong-Term Equity Award Agreements
and Performance Share AgreementsThe agreements under which we have awarded
performance contingent restricted stock and performance shareslong-term equity grants to our executive officers prior to December 31,
20142016 provide that:
if the performance contingency under the award is satisfied and if the officer’sexecutive’s employment is terminated by reason of death, disability, or retirement after the end of the first performance year of the performance period, the officerexecutive will be entitled to the full value of the award earned;earned at the end of the performance period
if the performance contingency under the award is satisfied and if the officer’sexecutive’s employment is terminated by reason of death, disability, or retirement during the first year of the performance period, the officerexecutive will be entitled to a prorated value of the award, determined at the end of the performance period, based on the ratio of the number of months the officerexecutive was employed during the performance period to twelve months;12 months
if the performance contingency under the award is satisfied and if the officer’sexecutive’s employment is terminated by reason of involuntary termination without cause, the officerexecutive will be entitled to the prorated value of the award, determined at the end of the performance period, based on the ratio of (i) the number of months the officerexecutive was employed during the performance period to (ii) the total number of months in the performance period;period
with respect to restricted stock units that vest based on continuous service, (i) if the executive's employment is terminated by reason of death, disability, or retirement on or after the first anniversary of the vesting period's start date, the executive will be entitled to the full value of the award, and if such termination is prior to the first anniversary of the vesting period's start date, the executive will be entitled to a prorated value of the award, based on the ratio of the number of months the executive was employed during the period to 12 months, and (ii) if the executive's employment is terminated by reason of involuntary termination without cause after the first anniversary of the grant date, the executive will be entitled to a prorated value of the award, based on the ratio of the number of months the executive was employed following the grant date to 36 months, in each case payable at the end of the vesting period and
if a change in control of our companyCompany occurs, which is generally defined in the same manner as under the KEESAs, at least 180 days after the date of the award, the officerexecutive will be entitled to receive, in a prorated numbersingle lump sum following the end of sharesthe performance period, and subject to continuous employment (with exceptions for certain qualifying terminations), the cash value of the long-term equity awards as follows: (i) in the case of performance restricted stock units, at the value based on the ratiocompany’s stock price as of (i) the number of months the officer was employed during the performance period up todate immediately preceding the change in control to (ii)date multiplied by the total number of monthstarget performance restricted stock units, (ii) in the case of performance period.shares, the value based on the company’s performance as of the date immediately preceding the change in control date and (iii) in the case of restricted stock units, the value based on the company’s stock price as of the date immediately preceding the change in control date (including, in each case, any accrued unearned dividend equivalents); outstanding performance-contingent restricted stock granted in 2015 will become payable as to the number of shares subject to the award (including any accrued unearned dividends) in the event of a change in control.
Retirement means the officer has reached age 55 and the officer’s age, in whole years, added to the number of whole years of the officer’s continuous employment with the Company, totals 65 or greater.
The tables above include the amounts attributable to the shares that would be received by our named executive officers valued at the closing price of our common stock on December
31, 2014, pro-rated30, 2016, as provided for in the applicable award agreement, and assuming, in the case of a termination by reason of death, disability, involuntary termination without cause, or retirement, that
theany applicable performance contingency was satisfied at target.
d. Executive Severance Plan
We also maintain a general executive severance plan, which applies if an
executive officer’sexecutive’s position is eliminated or significantly altered by us. The plan provides for a minimum level of severance pay equal to (i) lump sum payment of one times the
officer’sexecutive’s annual base salary, (ii) up to 18 months of COBRA coverage, or to the extent eligible, retiree medical coverage (six months of either are paid by us), (iii) outplacement services and/or tuition reimbursement of up to $10,000, and (iv) access to our employee assistance program. Eligibility for benefits under this plan is conditioned
uponon the
executiveexecutive’s executing a severance agreement and release form.
All executive severanceSeverance packages of executive officers are approved by the Compensation and Personnel Committee.
| | |
44 | | ALLIANT ENERGY I 2015 Proxy Statement |
54 | ALLIANT ENERGY | 2017 Proxy Statement
The tables above do not include any amounts for the
Alliant Energy Cash Balance Pension Plan or the
Alliant Energy Excess Retirement Plan because these plans are impacted neither by the nature of the termination of employment nor whether there has been a change in control of
our company.the Company. The tables above also do not include any amounts for the
DB SRP or DC SRP other than in the event of a termination after a change in control because
that plan isthose plans are not impacted by the nature of the termination of employment unless there has been a change in control of our
company,Company, in which case the benefits under the
DB SRP or DC SRP may be enhanced under the
KEESAKEESAs as described above under “Change in Control Agreements.”
| | | | |
ALLIANT ENERGY I 2015 Proxy Statement | | | 45 | |
|
|
Proposal Two:Two-—ADVISORY VOTE TO APPROVE THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS |
We view executive compensation as an important matter both
Pursuant to
us and to our shareowners. We are askingSection 14A of the Securities Exchange Act of 1934, we ask shareowners to
vote, on a non-binding basis, oncast an advisory,
resolutionnon-binding, vote to approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis
section and the accompanying compensation tables and narrative discussions contained in this
proxy statement. WeProxy Statement. While this vote is non-binding, we value the opinions of our shareowners and will consider the outcome of the vote when making future compensation decisions. The board has adopted a policy to hold this advisory vote on the compensation of our named executive officers
annually, withannually. Unless the
next vote occurring at our 2016 Annual Meeting of Shareowners.The Compensation and Personnel Committee of our Board of Directors overseesboard modifies this policy, the development and implementation of our executive compensation programs. We have designed our compensation programs to align management’s interests with the interests of our shareowners and customers by directly linking a majority of the compensation of our named executive officers to defined performance standards that promote balance between the drive for near-term growth and long-term increase in shareowner value. The committee also designed our compensation programs to attract, retain, and motivate key executives who are essential to the implementation of our strategic growth and development strategy. We are, therefore, asking shareowners to vote in favor of the resolution below.
The Compensation and Personnel Committee bases its executive compensation decisions on our core compensation objectives, as more fully described in the Compensation Discussion and Analysis, including the following:
| • | | Reward Strong Performance:motivate and reward executives to contribute to the achievement of our business objectives by aligning pay and performance through variable at-risk compensation; |
| • | | Align Executives’ and Shareowners’ Interests:align named executive officers’ interests with those of our shareowners by delivering a significant proportion of total compensation through equity and tying a portion of our long-term incentive pay directly to total shareowner return; |
| • | | Attract and Retain Valuable Officers:attract and retain the best possible personnel through competitive compensation that is comparable to that of similar companies. |
We believe these objectives attract, retain, and motivate a highly talented executive management team that is actively engaged in producing results for our shareowners and customers.
To emphasize performance standards and variable at-risk compensation, all of our short-term (annual) and equity-based awards in 2014 were granted contingent upon the achievement of performance goals. As a result, on average in the aggregate, approximately 54% to 80% of our named executive officers’ target total direct compensation for 2014 was dependent on performance. To ensure the appropriate focus on total shareowner return, 50% of target long-term performance awards are based on relative total shareowner return. Information demonstrating the link between our performance and executive compensation can be found in the Executive Summary of our Compensation Discussion and Analysis.
The advisorynext vote on the compensation of our named executive officers allowswill occur at our shareowners2018 Annual Meeting of Shareowners.
In considering your vote, we invite you to express their opinions aboutreview the Compensation Discussion and Analysis beginning on page 22 of this Proxy Statement. As described in the Compensation Discussion and Analysis, we believe that our executive compensation programs. As we seek to align our executive compensation programs witheffectively meet our objectives of rewarding strong performance, resultsaligning the interests of executives and shareowners’ interests, we ask thatshareowners and maintaining our shareowners approve the compensation ofcompetitive positioning for top talent critical to our named executive officers as disclosed in this proxy statement. success.
Accordingly,
for the reasons discussed above, the Board of Directors recommends that
the shareowners vote,
on an advisory, non-binding basis, in favor of the following resolution:
“RESOLVED, that the shareowners approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis
section and the compensation tables and related narrative discussion contained in this
proxy statement.Proxy Statement.”
The votes cast “FOR” must exceed the votes cast “AGAINST” the proposal at the Annual Meeting (assuming a quorum is present) to approve the compensation of our named executive officers as disclosed in this
proxy statement.Proxy Statement. For purposes of determining the vote required for this proposal, abstentions and broker non-votes will have no impact on the vote. This advisory vote on the compensation of our named executive officers is not binding on us, our Board of Directors or the Compensation and Personnel Committee. However, our Board of Directors and the Compensation and Personnel Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.
|
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üþ | | The Board of Directors recommends a vote “FOR” approval, on aan advisory, non-binding advisory basis, of
the compensation of our named executive officers as disclosed in this proxy statement. |
| | Proxy Statement. |
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46 | | ALLIANT ENERGY I 2015 Proxy Statement |
56 | ALLIANT ENERGY | 2017 Proxy Statement
OMNIBUS INCENTIVE PLAN
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Proposal Three:APPROVALThree-—ADVISORY VOTE TO APPROVE THE FREQUENCY OF THEFUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
ALLIANT ENERGY CORPORATION AMENDED AND RESTATED
2010 OMNIBUS INCENTIVE PLAN
FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE
|
Summary of Proposal
General. Our Board of Directors originally approved the Alliant Energy Corporation 2010 Omnibus Incentive Plan (the “Existing Plan”) in February 2010 and our shareowners approved the Existing Plan at our 2010 Annual Meeting of Shareowners held in May 2010. Our Board of Directors is now seeking shareowner approval
Section 14A of the
Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan (the “2010 Plan”), which amends and restatesSecurities Exchange Act of 1934 also provides shareowners the
Existing Plan, for purposes of Section 162(m) of the tax code.Section 162(m) of the tax code limits the tax deductibility of compensation paidopportunity to our Chief Executive Officer and our other three most highly compensated executive officers (other than the Chief Financial Officer) (our “covered employees”) to $1 million per person in any year. However, if certain conditions are met, compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject to the $1 million limit. In general, one of the requirements that must be satisfied to qualify as performance based compensation under Section 162(m) of the tax code is that the material terms of the performance goals under whichindicate how frequently we should hold future advisory votes on the compensation of our named executive officers. Shareowners may be paid must be disclosedindicate whether they prefer to and reapproved by our shareownershave future advisory votes on executive compensation every five years. Thus, shareowners are being asked to approveyear, every two years, every three years or abstain from voting on this proposal to ensure that the Compensation and Personnel Committee has the flexibility to grant awards under the 2010 Plan that are intended to qualify as performance-based compensation under Section 162(m) of the tax code. If our shareowners do not approve this proposal, no additional awards will be granted to covered employees under the 2010 Plan, and the Compensation and Personnel Committee will make a determination in its business judgment as to the appropriate compensation for such employees, taking into account considerations important to the Company’s success and the benefits and costs to the Company, including the additional costs arising from the Company’s inability to deduct all or a portion of the compensation paid to covered employees.
We arenot seeking to increase the number of shares reserved for issuance under the 2010 Plan. The number of shares reserved for issuance under the 2010 Plan will remain at 4,500,000 shares.
Amendments to the 2010 Plan.In February 2015, the Compensation and Personnel Committee reviewed the 2010 Plan and approved certain amendments to the 2010 Plan, including:
proposal. Adding environmental measures as an additional potential performance goal for awards intended to qualify as performance-based compensation under Section 162(m) of the tax code, in addition to the performance goals shareowners previously approved for the Existing Plan;
Consolidating per individual limits on awards intended to qualify as performance-based compensation under Section 162(m) of the tax code to set an aggregate cap on each of (i) all share-based awards and (ii) all cash-based awards that may be granted to individuals in any one calendar year (rather than having individual award limits for different types of awards and different consecutive year periods, over which certain limits apply, as is the case under the Existing Plan);
Removing stock options from the 2010 Plan as the Compensation and Personnel Committee has not granted options under the Existing Plan and will not grant options under the 2010 Plan;
Permitting payment of dividends and dividend equivalents on equity awards under the 2010 Plan, including performance shares and performance units, payable only to the extent the underlying award vests or becomes payable; and
Clarifying the definition of “Change in Control” with respect to a change in the composition ofAfter careful consideration, the Board of Directors recommends that future advisory votes on the compensation of our named executive officers be held annually. Our board believes that holding a vote every year is the most appropriate option because it enables our shareowners to establishprovide us with input regarding the compensation of our named executive officers on a 12-month period over whichtimely and consistent basis. We have held annual advisory votes on executive compensation since 2011.
Shareowners are not voting to approve or disapprove the board’s recommendation. Instead, shareowners are casting votes to recommend the frequency of future advisory votes on the compensation of our named executive officers by selecting one year, two years or three years, or abstaining from the vote.
The particular frequency of this advisory vote receiving the greatest number of votes at the annual meeting (assuming a majorityquorum is present) will be considered the shareowner recommendation for the frequency of the Board members would be required to cease service to triggeradvisory vote on the compensation of our named executive officers. Abstentions and broker non-votes will not constitute a “Change in Control” (rather than havingvote for any particular frequency.
The outcome of this advisory vote on the date of individual awards trigger the date from which a majority change in Board membership is measured); effective January 1, 2012, the definition of “Change in Control” was also amended by our Board of Directors to increase certain ownership percentage thresholds that may trigger a “Change in Control.”
In addition, certain other amendments were made to the 2010 Plan solely to improve the document’s organization and clarity and are not intended to modify the terms and conditionsfrequency of the Existing Plan.
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ALLIANT ENERGY I 2015 Proxy Statement | | | 47 | |
OMNIBUS INCENTIVE PLAN
Summary of 2010 Plan
The following is a summary ofadvisory vote on the material provisions of the 2010 Plan. A copy of the 2010 Plan is attached to this proxy statement as Appendix A and is incorporated by reference into this proxy statement in its entirety. This summary is qualified in its entirety by reference to the full text of the 2010 Plan and the text of the 2010 Plan will control if there is any inconsistency between this summary and the 2010 Plan text.
Purpose.The purpose of the 2010 Plan is to attract, retain and motivate employees, officers, directors and consultants of the Company and/or its affiliates by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interestscompensation of our shareowners.
Shares Reserved under the 2010 Plan. The aggregate number of shares of common stock reserved for issuance under the 2010 Plan is 4,500,000, subject to adjustment as described below. This numbernamed executive officers is not being increased from the share number the shareowners approved in 2010 for the Existing Plan. As of March 10, 2015, the total number of shares remaining available for new grants under the Existing Plan is 3,828,384.
The number of shares reserved under the 2010 Plan will be depletedbinding on the grant date of an award by the maximum number of shares of common stock, if any, subject to the award. The following shares will be available again for issuance under the 2010 Plan: (i) shares subject to an award that lapses, expires, terminates or is cancelled without the issuance of shares thereunder, or the payment of other compensation with respect to the shares covered thereby, (ii) shares that are forfeited under an award, and (iii) shares issued under an award that are reacquired by the Company pursuant to the award’s terms.
The closing price ofus, our common stock as reported on the New York Stock Exchange on March 10, 2015 was $60.67.
Administration. The 2010 Plan will be administered by our Compensation and Personnel Committee. The Compensation and Personnel Committee consists of members who are independent as defined by the NYSE corporate governance listing standards and applicable SEC rules. Subject to the terms of the 2010 Plan, the Compensation and Personnel Committee is authorized to select the individuals to be granted awards, the types of awards to be granted, the number of shares to be subject to awards, and the other terms, conditions and provisions of such awards, as well as to make other determinations necessary or advisable for the administration of the 2010 Plan. The Compensation and Personnel Committee may also modify an award, subject to the terms of the 2010 Plan, including amendments to comply with applicable law or applicable listing requirements. The Board of Directors or the Compensation and Personnel Committee may delegate administration of the 2010 Plan in accordance with its terms.
Eligibility.Awards may be granted under the 2010 Plan to officers (includingCommittee. Nevertheless, our covered employees) or other employees and consultants of the Company or its affiliates. Awards also may be granted to members of the Board of Directors of the Company. As of March 10, 2015, approximately 72 employees, including six executive officers and eight non-employee directors, were eligible to participate in the 2010 Plan.
Types of Awards.The 2010 Plan permits the granting of any or all of the following types of awards:
Restricted Stock, Restricted Stock Units and Share Awards.These awards may be subject to repurchase or forfeiture restrictions in the discretion of the Compensation and Personnel Committee. Restrictions may be based on continuous service with the Company or the achievement of performance goals, as determined by the Compensation and Personnel Committee. Restricted stock units may be paid in cash, stock or a combination of stock and cash.
Restricted stock or restricted stock units that vest solely based on a participant’s continued employment or service may not vest as to more than one-third of the shares subject to the award on each anniversary of the date of grant of the award (with certain exceptions permitted in the event of death, disability, retirement or a change in control of the Company).
Performance Shares and Performance Units.Performance shares are awards valued by reference to a designated number of shares, and performance units are awards valued in relation to a unit that has a designated dollar value or the value of which is equal to the fair market value of one or more shares. Either type of award may be paid in cash, stock or a combination of stock and cash, subject in each case to the achievement of performance goals established by the Compensation and Personnel Committee.
Other Stock or Cash-Based Awards.The Compensation and Personnel Committee may grant other incentives denominated in cash, shares or other property, subject to the terms of the 2010 Plan and any other terms and conditions determined by the Compensation and Personnel Committee.
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48 | | ALLIANT ENERGY I 2015 Proxy Statement |
OMNIBUS INCENTIVE PLAN
Dividend or Dividend Equivalents. The Compensation and Personnel Committee may grant participants the right to receive dividend or dividend equivalent payments on equity-based awards. Any such dividend or dividend equivalent payments will be subject to the same restrictions on transferability and forfeitability that apply to the corresponding award. Dividends and dividend equivalents will be paid only if and to the extent the underlying award becomes vested or payable upon satisfaction of applicable service requirements and/or performance goals.
Performance-Based Compensation Under Section 162(m) of the Tax Code
Performance Goals and Criteria. As described above, under Section 162(m) of the tax code, we are generally prohibited from deducting compensation paid to covered employees in excess of $1 million per person in any year. However, compensation that qualifies as performance-based is excluded for purposes of calculating the amount of compensation subject to the $1 million limit.
If the Compensation and Personnel Committee intendswill review and consider the outcome of this vote when making determinations as to qualify an award underwhen the 2010 Plan as performance-based compensation under Section 162(m) of the tax code, the performance goals selected by the Compensation and Personnel Committee may be basedadvisory vote on the attainmentcompensation of specified levels of one or any combination of the following performance criteria for the Company as a whole or an affiliate or business unit of the Company, as reported or calculated by the Company: net income; operating income; income from continuing operations; revenue; earnings (including before taxes and/or interest and/or depreciation and amortization); net earnings per share (including diluted earnings per share); price per share; cash flow; net cash provided by operating activities; pre-tax profit; ratio of debt to debt plus equity; total shareowner return; return on assets; return on equity; return on investment; cost of capital; economic value added; customer satisfaction; customer loyalty and/or retention; availability; employee safety; employee engagement; environmental measures; market share; system reliability; cost structure reduction; regulatory outcomes; diversity; cost savings; operating goals; profit margin; sales performance; and internal revenue growth.
The performance goals also may be based on the achievement of specified levels of performance for the Company as a whole or an affiliate or business unit of the Company under one or more of the performance goals described above relative to the performance of other corporations.
Performance periods for awards must be at least one fiscal year of the Company, with a shorter performance period permitted for newly hired or promoted employees.
As to each performance goal listed above, the relevant measurement of performance will be computed in accordance with generally accepted accounting principles, but, unless otherwise determined by the Compensation and Personnel Committee and to the extent consistent with Section 162(m), will exclude the effects of the following, if the amount is over $4 million on a pre-tax basis and is not considered in the annual budget approved by the Board of Directors: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions; and (vi) extraordinary, unusual and/or non-recurring items of gain or loss that the Company identifies in its audited financial statements, including notes to the financial statements, or the Management’s Discussion and Analysis section of the Company’s periodic reports.
Adjustments and Certification. The Compensation and Personnel Committee may adjust the amount payable pursuant to an award under the 2010 Plan that is intended to qualify as performance-based compensation under Section 162(m) of the tax code downward but not upward. The Compensation and Personnel Committee may not waive the achievement of performance goals related to an award except in the case of a covered employee’s death, disability or a change in control, subject to the terms of the 2010 Plan. Section 162(m) requires that the Compensation and Personnel Committee certify that performance goals were achieved before the payment of performance-based compensation.
Limitations. Subject to certain adjustments, participants who are granted awards intended to qualify as performance-based compensation under Section 162(m) of the tax code may not be granted awards in any calendar year, other than performance units or other awards denominated in cash or other property, with respect to more than 750,000 shares for such awards, and the maximum dollar value payable to any covered employee with respect to performance units or other awards denominated in cash or other property cannot exceed $15,000,000 in any calendar year.
Adjustments. In the event of (i) a stock split, stock dividend, recapitalization or combination of shares, (ii) a merger or other transaction in which shares are changed or exchanged, or (iii) a cash dividend that exceeds 10% of the trading price of the shares (or similar special or extraordinary dividend event), then proportionate adjustments will be made to (A) the maximum number and/or kind of securities issuable under the 2010 Plan, (B) the number and/or kind of securities subject to outstanding awards and the per share grant or purchase price of such awards, (C) the maximum numbers and/or kinds of securities issuable to covered employees, and (D) the performance goals of outstanding awards intended to qualify as performance-based compensation under Section 162(m) of the tax code to the extent such adjustment does not cause an award to lose its status as performance-based compensation under Section 162(m). The Compensation and Personnel Committee also is authorized to make any of the
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ALLIANT ENERGY I 2015 Proxy Statement | | | 49 | |
OMNIBUS INCENTIVE PLAN
foregoing adjustments if any other events occur that the Compensation and Personnel Committee determines requires an adjustment to prevent dilution or enlargement of benefits intended to be made available under the 2010 Plan. In any of the foregoing events, the Compensation and Personnel Committee may also (or in lieu of the foregoing) provide for a cash payment to the holder of an outstanding award in exchange for cancellation of all or a portion of the award.
The Compensation and Personnel Committee may, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, and without affecting the number of shares of common stock otherwise reserved or available under the 2010 Plan, authorize the issuance or assumption of awards of an acquired entity upon terms it deems appropriate.
Amendment of Minimum Vesting and Performance Periods. The 2010 Plan provides that the Compensation and Personnel Committee may impose, at the time an award is granted or any later date, a shorter vesting and/or performance period than is otherwise required under the 2010 Plan to take into account a participant’s hire or promotion. The Compensation and Personnel Committee may accelerate the vesting or deem an award to be earned, in whole or in part, on a participant’s death, disability or retirement or a change in control of the Company; provided that, with respect to an award under the 2010 Plan that is intended to qualify as performance-based compensation under Section 162(m) of the tax code, the Compensation and Personnel Committee may not waive the achievement of performance goals related to an award except in the case of a covered employee’s death, disability or a change in control. In the event of a change in control of the Company, the Committee may make such a change only for participants who leave the Company for good reason or who are terminated by the Company for reasons other than cause.
Under the 2010 Plan, a “change in control” is generally deemed to have occurred if:
any person (with certain exceptions set forth in the 2010 Plan) is or becomes the beneficial owner of securities representing 30% or more of our outstanding shares of common stock or combined voting power;
a change in the composition of the majority of our Board of Directors occurs during a 12-month period that is not approved by at least two-thirds of the existing directors;
we consummate a merger, consolidation or share exchange with any other corporation (or issue voting securities in connection with a merger, consolidation or share exchange) in which our shareowners immediately prior to such transaction control less than 50% of the combined voting power after the merger, consolidation or share exchange; or
our shareowners approve, and we complete, a plan of complete liquidation or dissolution or the sale or disposition by us of all or substantially all of our assets (with certain exceptions set forth in the 2010 Plan).
Limited Transferability. Awards generally may not be transferred, except by will or the laws of descent and distribution, unless the transfer is approved by the Compensation and Personnel Committee and is for no consideration.
Term of Plan. Unless earlier terminated by the Board of Directors or the Compensation and Personnel Committee, the 2010 Plan will remain in effect until May 20, 2020, the tenth anniversary of shareowner approval of the Existing Plan, or, if earlier, until all shares reserved for issuance have been issued.
Termination and Amendment. The Board of Directors or the Compensation and Personnel Committee may amend, alter, suspend, discontinue or terminate the 2010 Plan at any time, except that the Board of Directors must approve any amendment to the 2010 Plan if such approval is required by prior action of the Board or applicable law or regulation. Shareowners must approve any amendment to the Plan to the extent required by applicable law, regulation or stock exchange rule.
Certain U.S. Federal Income Tax Consequences. The following discussion briefly describes the material U.S. federal income tax consequences of the 2010 Plan generally applicable to the Company and to participants who are subject to U.S. federal taxation. The discussion is general in nature and does not address issues relating to the tax circumstances of any individual participant or any participant who is not subject to U.S. federal taxation. The discussion is based on the tax code, applicable Treasury regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement and is, therefore, subject to future changes in the law, possibly with retroactive effect. The discussion does not address the consequences of any estate, gift, state, local or foreign tax laws.
Restricted Stock. Generally, a participant will not recognize income at the time an award of restricted stock is made, unless the participant makes the election described below. A participant who has not made such an election will recognize ordinary income at the time the restrictions on the stock lapse in an amount equal to the fair market value of the restricted stock at such time (less the amount, if any, the participant paid for such restricted stock). Any otherwise taxable disposition of the restricted stock after the time the restrictions lapse will result in a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the sale differs from the tax basis, i.e., the fair market value of the common stock on the date the restrictions lapse. Dividends paid in cash and received by a participant prior to the time the restrictions lapse will constitute ordinary income to the participant in the year paid. Any dividends paid in stock will be treated as an award of additional restricted stock subject to the tax treatment described herein.
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50 | | ALLIANT ENERGY I 2015 Proxy Statement |
OMNIBUS INCENTIVE PLAN
A participant may, within 30 days after the date of the award of restricted stock, elect to recognize ordinary income as of the date of the award in an amount equal to the fair market value of such restricted stock on the date of the award (less the amount, if any, the participant paid for such restricted stock). If the participant makes the election, then any cash dividends the participant receives with respect to the restricted stock will be treated as dividend income to the participant in the year of payment and will not be deductible by the Company. Any otherwise taxable disposition of the restricted stock (other than by forfeiture) will result in a capital gain or loss. If the participant who has made an election subsequently forfeits the restricted stock, then the participant will not be entitled to deduct any loss. In addition, the Company would then be required to include as ordinary income the amount of any deduction the Company originally claimed with respect to such shares.
Performance Shares. The grant of performance shares will not create income tax consequences for the Company or the participant on the date of grant. Upon the participant’s receipt of shares at the end of the applicable performance period, the participant will recognize ordinary income equal to the fair market value of the shares received, except that if the participant receives shares of restricted stock in payment of performance shares, recognition of income may be deferred in accordance with the rules applicable to restricted stock as described above. Upon the participant’s subsequent disposition of the shares, the participant will recognize capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized from the disposition differs from the shares’ tax basis, i.e., the fair market value of the shares on the date the participant received the shares.
Performance Units and Restricted Stock Units. The grant of a performance unit or restricted stock unit will not create income tax consequences to the Company or the participant on the date of grant. Upon the participant’s receipt of cash and/or shares at the end of the applicable performance or vesting period, the participant will recognize ordinary income equal to the amount of cash and/or the fair market value of the shares received. If performance units are settled in whole or in part in shares, upon the participant’s subsequent disposition of the shares, the participant will recognize a capital gain or loss (long-term or short-term, depending on the holding period) to the extent the amount realized upon disposition differs from the shares’ tax basis, i.e., the fair market value of the shares on the date the employee received the shares.
Tax Consequences to the Company. In the foregoing cases, the Company generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to any limitations imposed under the tax code.
Withholding. We are authorized to deduct or withhold from any award granted or payment due under the 2010 Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares or otherwise settle an award under the 2010 Plan until all tax withholding obligations are satisfied.
Additional Taxes Under Section 409A. If an award under the 2010 Plan is considered non-qualified deferred compensation and such award is neither exempt from nor compliant with the requirements of Internal Revenue Code Section 409A, then the participant generally will be subject to an additional 20% income tax on the value of the award when it is no longer subject to a substantial risk of forfeiture, as well as interest on the income taxes that were owed from the date of vesting to the date such taxes are paid.
No Guarantee of Tax Treatment. Notwithstanding any provision of the 2010 Plan, the Company does not guarantee that (i) any award intended to be exempt from Section 409A of the tax code is so exempt, (ii) any award intended to comply with Section 409A of the tax code does so comply, or (iii) any award will otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any of its affiliates indemnify, defend or hold harmless any individual with respect to the tax consequences of any award.
New Plan Benefits. The Company cannot currently determine the awards that may be granted under the 2010 Plan in the future to the executive officers named in this Proxy Statement, other officers, non-employee directors or other persons. The Compensation and Personnel Committee will make such determinations in its discretion from time to time. However, please refer to the “2014 Grants of Plan-Based Awards Table” for certain information about grants to our named executive officers in the last fiscal year. No options have been grantedwill again be submitted to date under the Existing Plan.
shareowners for approval at an annual meeting of shareowners. | | |
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ALLIANT ENERGY I 2015 Proxy Statementþ | | | 51 | |
OMNIBUS INCENTIVE PLAN
Equity Compensation Plan Information.The following table provides information about the Company’s equity compensation plans as of December 31, 2014.
| | | | | | | | | | | | |
| Plan Category | | (A)
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights | | | (B)
Weighted-average exercise
price of outstanding options,
warrants and rights | | | (C)
Number of securities remaining available
for future issuance under equity
compensation plans (excluding
securities reflected in column (A)) | |
Equity compensation plans approved by shareowners | | | 274,024 | (a) | | $ | 48.56 | | | | 3,949,771 | (b) |
Equity compensation plans not approved by shareowners (c) | | | N/A | | | | N/A | | | | N/A | (d) |
| | | | 274,024 | | | $ | 48.56 | | | | 3,949,771 | |
(a) | Represents performance shares granted under the current 2010 Omnibus Incentive Plan (the “Existing Plan”). The performance shares may be paid out in shares of our common stock, cash, or a combination of cash and stock and are adjusted by a performance multiplier, which ranges from zero to 200%, based on the performance criteria. The performance shares included in column (A) of the table reflect an assumed payout in the form of our common stock at the maximum performance multiplier of 200% for the 2014 and 2013 grants and at the actual performance multiplier of 168% for the 2012 grants. |
(b) | All of the available shares under the Existing Plan may be issued as awards in the form of restricted stock, restricted stock units, performance shares, performance units and other stock-based awards. As of December 31, 2014, there were performance shares and restricted stock awards outstanding under the Existing Plan. Excludes 98,812 shares of non-vested restricted common stock previously issued and outstanding under the Existing Plan at December 31, 2014. |
(c) | As of December 31, 2014, there were 238,935 shares of our common stock outstanding under the AEDCP. |
(d) | There is no limit on the number of shares of our common stock that may be held under the AEDCP. |
Vote Required
Approval of our Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code requires that the votes cast “FOR” the approval of our Amended and Restated 2010 Omnibus Incentive Plan exceed the votes cast “AGAINST” the proposal at the Annual Meeting (assuming a quorum is present). For purposes of determining the vote required for this proposal, abstentions will be treated as votes cast “AGAINST” the proposal and broker non-votes will have no impact on the vote.
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ü | | Our Board of Directors recommends each shareownera vote “FOR” the approval of the Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code. |
| conducting future advisory votes on executive compensation every “ONE YEAR.” |
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52 | | ALLIANT ENERGY I 2015 Proxy Statement |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATIONThe following table summarizes the compensation paid to, or earned by, our non-employee directors during 2014.
| | | | | | | | | | | | | | | | |
| Name(1) | | Fees Earned
or Paid in
Cash ($)(2) | | | Change in Pension Value
and Nonqualified Deferred
Compensation Earnings | | | All Other
Compensation
($)(3) | | | Total ($) | |
Patrick E. Allen | | $ | 183,500 | | | $ | 0 | | | $ | 0 | | | $ | 183,500 | |
Michael L. Bennett | | $ | 173,500 | | | $ | 0 | | | $ | 12,462 | | | $ | 185,962 | |
Darryl B. Hazel | | $ | 170,000 | | | $ | 0 | | | $ | 0 | | | $ | 170,000 | |
Singleton B. McAllister | | $ | 170,000 | | | $ | 363 | | | $ | 17,555 | | | $ | 187,918 | |
Ann K. Newhall | | $ | 181,000 | | | $ | 1,050 | | | $ | 12,462 | | | $ | 194,512 | |
Dean C. Oestreich | | $ | 201,000 | | | $ | 3,564 | | | $ | 0 | | | $ | 204,564 | |
David A. Perdue(4) | | $ | 170,000 | | | $ | 2,480 | | | $ | 21,892 | | | $ | 194,372 | |
Carol P. Sanders | | $ | 177,500 | | | $ | 701 | | | $ | 0 | | | $ | 178,201 | |
Susan D. Whiting | | $ | 170,000 | | | $ | 0 | | | $ | 0 | | | $ | 170,000 | |
(1) | Directors who also are employees at the time of service, such as Ms. Kampling, receive no additional compensation for their service on our Board of Directors and are not included in this table. The compensation received by Ms. Kampling during and for 2014 is shown in the Summary Compensation Table. |
(2) | The amounts shown in this column include the following aggregate dollar amounts deferred and the corresponding number of shares of common stock acquired in our Alliant Energy Deferred Compensation Plan Stock Account by each of the following directors: |
| | | | | | | | |
| Name | | Aggregate Dollar
Amounts Deferred | | | Number of Shares of Common
Stock Acquired | |
Patrick E. Allen | | $ | 91,750 | | | | 1,644 | |
Michael L. Bennett | | $ | 88,500 | | | | 1,586 | |
Ann K. Newhall | | $ | 45,250 | | | | 811 | |
Dean C. Oestreich | | $ | 100,500 | | | | 1,801 | |
David A. Perdue | | $ | 170,000 | | | | 3,047 | |
Carol P. Sanders | | $ | 88,750 | | | | 1,591 | |
Susan D. Whiting | | $ | 119,000 | | | | 2,133 | |
(3) | For Messrs. Bennett and Perdue and Mses. McAllister and Newhall the amounts in this column reflect the amounts attributable to director charitable award premiums. Infrequently, spouses and guests of directors accompany the directors on a corporate aircraft when the aircraft is already going to a specific destination for a business purpose at no incremental cost to the Company. |
(4) | Mr. Perdue resigned from the Board of Directors effective December 12, 2014. |
a. Retainer Fees
In 2014, all non-employee directors, each of whom served on the Boards of Directors of the Company, IPL and WPL, received an annual retainer for service on all Boards. The following table describes the annual retainer received for service in 2014 and the annual retainer that will be received for service in 2015, as well as other fees for director services. Fees for 2015 are based on a review of market-based compensation for non-employee directors presented by the Compensation and Personnel Committee’s independent consultant.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Annual
Retainer for
Service on all
Boards | | | Lead
Independent
Director | | | Chairman of
the Audit
Committee | | | Chairman of
the
Compensation
and Personnel
Committee | | | Chairman of
the Nominating
and
Governance
Committee | | | Chairman of
the Safety,
Environmental,
Policy and
Operations
Committee | | | Other Audit
Committee
Members | |
2014 | | $ | 170,000 | | | $ | 20,000 | | | $ | 13,500 | | | $ | 7,500 | | | $ | 7,500 | | | $ | 7,500 | | | $ | 3,500 | |
2015 | | $ | 190,000 | | | $ | 20,000 | | | $ | 15,000 | | | $ | 12,500 | | | $ | 10,000 | | | $ | 10,000 | | | $ | 3,500 | |
b. Meeting Fees
In 2014, directors did not receive any additional compensation for attendance at Board or Committee meetings. The same will apply for 2015.
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ALLIANT ENERGY I 2015 Proxy Statement | | | 53 | |
DIRECTOR COMPENSATION
c. Other
Pursuant to our directors’ expense reimbursement policy, we reimburse all directors for travel and other necessary business expenses incurred in the performance of their responsibilities for us. Committees are provided the opportunity to retain outside independent advisors, as needed. We also extend coverage to directors under our directors’ and officers’ indemnity insurance policies.
d. Receipt of Fees in Stock
For fees paid in 2014, each director was encouraged to voluntarily elect to use not less than 50% of his or her cash retainer to purchase shares of our common stock pursuant to our Shareowner Direct Plan, or to defer such amount through the Company Stock Account in the Alliant Energy Deferred Compensation Plan. The same applies to 2015 compensation. Under our 2010 Omnibus Incentive Plan, in the discretion of, and subject to restrictions imposed by the Compensation and Personnel Committee, a non-employee director may elect to receive, or the Compensation and Personnel Committee may require, that a non-employee director will be paid all or any portion of his or her annual cash retainer payment or other cash fees for serving as a director in the form of shares of common stock under that plan.
e. Share Ownership Guidelines
Pursuant to our Restated Articles of Incorporation, directors are required to be shareowners. The target share ownership level is the number of shares equal to the value of two times the full annual retainer amount received by each of the non-employee directors. The achievement of this ownership level is to be accomplished by each director within five years of joining the Board of Directors or as soon thereafter as practicable. Shares held by directors in the Shareowner Direct Plan and the Deferred Compensation Plan are included in the target goal. As of December 31, 2014, all non-management directors, with the exception of Ms. Whiting, who became a director in 2013, had met the target ownership level. We will continue to monitor the status of the target ownership levels and review them with the Board of Directors.
f. Alliant Energy Deferred Compensation Plan
Under our Deferred Compensation Plan, directors may elect to defer all or part of their retainer fee to an Interest Account, Equity Account, Company Stock Account, or Mutual Fund Account. Deferrals deposited to the Interest Account receive an annual return based on the 10-year Treasury Bond Rate plus 1.50% as established by the Federal Reserve. Deferrals deposited to the Equity Account are treated as invested in an S&P 500 index fund. Deferrals deposited to the Mutual Fund Account are treated as invested in a mutual fund or other investment vehicle offered under our 401(k) Savings Plan as selected by our Investment Committee. Deferrals deposited to the Company Stock Account are treated as though invested in our common stock and will be credited with dividend equivalents, which are treated as if reinvested. The director may elect that the deferred compensation account be paid in a lump sum or in annual installments for up to 10 years.
g. Directors’ Charitable Award Program
We maintain a Directors’ Charitable Award Program applicable to certain members of our Board of Directors. The Board has terminated this program for all directors who joined the Board after January 1, 2005. The participants in this program currently are Mr. Bennett, Ms. McAllister and Ms. Newhall. The purpose of the program is to recognize our directors’ interest in supporting worthy charitable institutions. Under the program, when a director dies, we will donate a total of $500,000 to one qualified charitable organization, or divide that amount among a maximum of five qualified charitable organizations selected by the individual director. The individual director derives no financial benefit from the program. We take all deductions for charitable contributions and we fund the donations through life insurance policies on the directors. Over the life of the program, all costs of donations and premiums on the life insurance policies, including a return of our cost of funds, will be recovered through life insurance proceeds on the directors. The program, over its life, will not result in any material cost to us. The cost to us of the program for the individual directors in 2014 is included in the “Director Compensation” table above.
h. Alliant Energy Matching Gift Program
Directors are eligible to participate in the Alliant Energy Foundation, Inc. matching gift program, which is generally available to all employees and retirees. Under this program, the Foundation matches 100% of charitable donations over $50 to eligible charities up to a maximum of $10,000 per year for each director.
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54 | | ALLIANT ENERGY I 2015 Proxy Statement |
REPORT OF THE AUDIT COMMITTEE
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of our Board of Directors is composed of four directors, each of whom is independent under the NYSE corporate governance listing standards and applicable SEC rules. The Committee operates under a written charter adopted by the Board of Directors.
Our management is responsible for our internal controls and the financial reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for expressing opinions on the conformity of our consolidated financial statements with accounting principles generally accepted in the United States of America and on our internal controlscontrol over financial reporting based on the criteria established by theInternal Control –- Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. During 2014,2016, the Committee discussed with the independent registered public accounting firm matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard No. 16,1301, SEC regulations (including Rule 2-07 of Regulation S-X) and NYSE requirements. Our independent registered public accounting firm has provided to the Committee the written disclosures required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the
audit committeeCommittee concerning independence. The Committee has discussed the independence of the independent registered public accounting firm with the firm.
Based on the Committee’s reviews and discussions with management, the internal auditor and the independent registered public accounting firm referred to above, the Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31,
2014,2016, for filing with the SEC.
Patrick E. Allen (Chairman)
Michael L. Bennett
Ann K. Newhall
Thomas F. O’Toole
Dean C. Oestreich
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ALLIANT ENERGY I 2015 Proxy Statement | | | 55 | |
58 | ALLIANT ENERGY | 2017 Proxy Statement
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other permitted services performed by the independent registered public accounting firm. The policy provides for pre-approval by the
Committeecommittee of specifically defined audit and non-audit services after the
Committeecommittee is provided with the appropriate level of details regarding the specific services to be provided. The policy does not permit delegation of the
Committee’scommittee’s authority to management. In the event the need for specific services arises between
Committeecommittee meetings, the
Committeecommittee has delegated to the Chairman of the
Committeecommittee authority to approve permitted services provided that the Chairman reports any decisions to the
Committeecommittee at its next scheduled meeting. In accordance with the policy, the
Committeecommittee pre-approved all audit, audit-related, tax, and other permitted services performed by Deloitte & Touche LLP and its affiliates and related entities in
2014.2016.
The fees that were billed to the Company by its independent registered public accounting firm for work performed on behalf of our Company and our subsidiaries for
20132015 and
20142016 were as follows:
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| | | 2013 | | | 2014 | |
Audit Fees | | $ | 2,342,000 | | | $ | 2,553,000 | |
Audit-Related Fees | | | 141,000 | | | | 129,000 | |
Tax Fees | | | 25,000 | | | | — | |
All Other Fees | | | 12,000 | | | | 17,000 | |
|
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| Component | 2015 | 2016 |
| Audit Fees | $2,569,000 | $2,616,000 |
| Audit-Related Fees | $134,000 | $108,000 |
| All Other Fees | $14,000 | $15,000 |
Audit fees consisted of the fees billed for: (i) the audits of the consolidated financial statements of our Company and our subsidiaries included in our Form 10-K; (ii) the audit of the effectiveness of
our internal controls over financial reporting; (iii) reviews of financial statements included in Form 10-Q filings; and (iv) services normally provided in connection with statutory and regulatory filings, such as financing transactions.
Audit-related fees consisted of the fees billed for services rendered related to employee benefits plan audits and
other attest
services not required by statute or regulations.Tax fees for 2013 consisted of the fees billed for professional services rendered for tax compliance, tax advice and tax planning, including all services performed by the tax professional staff of affiliates of the independent registered public accounting firm, except those rendered in connection with the audit.
services.
All other fees consisted of license fees for accounting research software products and seminars.
The Company did not have any tax fees for 2015 or 2016.
The Audit Committee does not consider the provision of non-audit services by the independent registered public accounting firm described above to be incompatible with maintaining the independence of the independent registered public accounting firm. The
Committeecommittee discussed with our internal auditor and independent registered public accounting firm the overall scope and plans for their respective audits. The
Committeecommittee meets with the internal auditor and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, the evaluation of our internal controls and the overall quality of our financial reporting.
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56 | | ALLIANT ENERGY I 2015 Proxy Statement |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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Proposal Four:Four—RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 2017 |
In accordance with its charter, the Audit Committee of the Board of Directors appointed the firm of Deloitte & Touche LLP, independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for
2015,2017, as well as to report as to the effectiveness of
our internal controls over financial reporting
of the Company as of December 31,
2015,2017, and is requesting that its shareowners ratify such appointment.
Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement. Further information about the services of Deloitte & Touche LLP, including the fees paid in
20132015 and
2014,2016, is set forth
in theunder “Fees Paid to Independent Registered Public Accounting Firm.”
The votes cast “FOR” must exceed the votes cast “AGAINST” the proposal at the Annual Meeting (assuming a quorum is present) to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
2015.2017. For purposes of determining the vote required for this proposal, abstentions will have no impact on the vote. If the appointment is not ratified, the failure by the shareowners to ratify will be considered by the Audit Committee as an indication that it should consider selecting another independent registered public accounting firm for the following fiscal year. Even if the shareowners ratify the appointment, the Audit Committee, in its discretion, may select a new independent registered public accounting firm at any time during the year if it feels that such a change would be in the best interest of the Company.
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üþ | | The Board of Directors recommends that shareowners vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public |
| | accounting firm for 2015.2017. |
60 | ALLIANT ENERGY | 2017 Proxy Statement
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| Proposal Five—SHAREOWNER PROPOSAL REQUESTING PERIODIC REPORTS DISCLOSING EXPENDITURES ON POLITICAL ACTIVITIES |
We expect the following shareowner proposal to be presented for consideration at the annual meeting by the Office of the Comptroller of the City of New York, as the custodian and a trustee of the New York City Employees’ Retirement System, the New York City Fire Department Pension Fund, The New York City Teachers’ Retirement System and the New York City Police Pension Fund, and custodian of the New York City Board of Education Retirement System (together, the “Systems”), which beneficially owned an aggregate of 390,426 shares of the our common stock as of November 15, 2016. The Systems’ request was submitted by Scott M. Stringer, Comptroller of the City of New York, One Centre Street, New York, New York 10007-2341 on behalf of the Boards of Trustees of the Systems.
The following proposal and supporting statement were submitted by the Systems:
Resolved: The shareholders of Alliant Energy Corporation (“Alliant”) hereby request that the Company prepare and periodically update a report, to be presented to the pertinent board of directors committee and posted on the Company’s website, which discloses monetary and non-monetary expenditures that Alliant makes on political activities, including:
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| ▪ | expenditures that Alliant cannot deduct as an “ordinary and necessary” business expense under section 162(e) of the Internal Revenue Code (the “Code”) because they are incurred in connection with (a) influencing legislation; (b) participating or intervening in any political campaign on behalf of (or in opposition to) any candidate for public office; and (c) attempting to influence the general public, or segments thereof, with respect to elections, legislative matters, or referenda; |
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| ▪ | contributions to, or expenditures in support of or opposition to political candidates, political parties, and political committees; |
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| ▪ | dues, contributions or other payments made to tax-exempt “social welfare” organizations and “political committees” operating under sections 501(c)(4) and 527 of the Code, respectively, and to tax-exempt entities that write model legislation and operate under section 501(c)(3) of the Code; and |
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| ▪ | the portion of dues or other payments made to a tax-exempt entity such as a trade association that is used for an expenditure or contribution and that would not be deductible under section 162(c) of the Code if made directly by the Company. |
The report shall identify all recipients and the amount paid to each recipient from Company funds.
Supporting Statement
As long-term shareholders, we support transparency and accountability in corporate spending on political activities. Disclosure is consistent with public policy and in the best interest of Alliant Energy and its shareholders. Indeed, the Supreme Court’s 2010 Citizens United decision - which liberalized rules for corporate participation in election-related activities - recognized the importance of disclosure to shareholders, saying: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”
In our view, in the absence of a system of transparency and accountability, company assets could be used for policy objectives that may be inimical to the long-term interests of, and may pose risks to, Alliant Energy and its shareholders. Although the Supreme Court cited the importance of disclosure, companies may anonymously channel significant amounts of money into the political process through trade associations and non-profit groups that need not disclose contributions. Such payments can dwarf the contributions that must be publicly reported.
Alliant Energy currently lags numerous utility companies that publicly disclose political spending, including AES Corporation, AGL Resources, American Electric Power, Consolidated Edison, Dominion Resources, Edison International, Entergy, Exelon, and PPL Corporation.
Given the vagaries of the political process and the uncertainty that political spending will produce any return for shareholders, we believe that companies should be fully transparent by disclosing how they spend shareholder money in this area.
Board of Directors Response
The Board of Directors opposes this shareowner proposal and recommends shareowners vote “AGAINST” it for the reasons set forth below.
The board reached its decision after considering the Company’s current policies and disclosures that address some of the items requested by this proposal, and the Board’s judgment that greater disclosure than the Company already makes would not be in the best interests of shareowners, since it could have negative consequences for the Company.
As a company that operates in a heavily regulated industry, we believe we have a responsibility to shareowners to be engaged and to participate in the political process with respect to issues that affect us or are significant to our business. We also believe that it is in the best interests of our shareowners to participate in the legislative process when appropriate and as permitted by federal, state and local laws. We therefore make certain corporate contributions to political or social organizations when we believe they advance a purpose that supports our business, customers or shareowners.
The board believes the proposal is unnecessary in light of the Company’s current policies and disclosures. The Nominating and Governance Committee oversees our political engagement activities under our political engagement guidelines. These guidelines provide that all political expenditures must be approved by the Senior Vice President and General Counsel. Annually, management must provide a report to the Nominating and Governance Committee on the use of all corporate funds in political and social activities. The guidelines include links to publicly available campaign finance disclosure reports and are available on our website at www.alliantenergy.com/investors under the “Corporate Governance” tab.
We comply with all laws and regulations requiring disclosure of political contributions. We maintain political action committees (“PACs”) funded by employee contributions (not corporate contributions), which donate directly to candidates for political office. All PAC contributions are publicly disclosed on websites maintained by the Federal Election Commission and state regulatory bodies, and we provide links to those disclosures on our website. In addition, various state laws prohibit corporate funds from being contributed directly to candidates for political office, and the Company does not contribute directly to candidates for political office.
We participate in trade associations. These trade associations provide expertise and insights on issues important to our industry. Some of these associations participate in the political process. We do not join the trade associations for their political activity. We do not control their political activity in any way. At times, they may take political positions that we disagree with. We receive a breakdown of the portion of association dues used for political activities. The amounts are reported to the Nominating and Governance Committee.
The board believes the proposal is not in the best interest of the Company’s shareowners. We are concerned that the specific disclosure requested in the proposal could have negative consequences. For example, disclosure of contributions to certain social or political organizations may cause other such organizations with similar or opposing views to solicit contributions from us, resulting in a competitive environment that continues to escalate and becomes a distraction to the business.
Additionally, our competitors and opponents would gain insight into our public policy and political strategies and would be better able to thwart our strategies, potentially hindering our successes. Further, we believe that such disclosure may risk misrepresenting our political activities, as trade associations operate on an independent basis and we may not agree with all political positions taken by trade associations of which we are a member. Finally, we believe that the policies the Company currently has in place provide the necessary oversight and accountability to ensure that any political activities are conducted in the best interests of shareowners and other constituents.
In summary, we believe our political engagement guidelines, oversight by the Nominating and Governance Committee, and mandatory public disclosure requirements already required under the law appropriately address the concerns cited in the Systems’ proposal.
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| þ | The Board of Directors recommends that shareowners vote “AGAINST” this proposal. |
62 | ALLIANT ENERGY | 2017 Proxy Statement
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INFORMATION ABOUT THE ANNUAL MEETING AND VOTING |
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| 1. | Why am I 2015 Proxy Statementreceiving these materials? |
Our Board of Directors is providing these proxy materials to you in connection with our Annual Meeting, which will take place on May 23, 2017. As a shareowner, you are invited to attend the Annual Meeting and are entitled to and requested to vote on the proposals described in this Proxy Statement.
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| 2. | 57 | How do I attend the Annual Meeting? |
If you are a registered shareowner, simply bring your photo identification to the Annual Meeting. If you are a beneficial owner of stock held by a broker, bank or other record holder (with your stock held in “street name”), your broker, bank or such other record holder will send you an admission card with the form of a proxy. If you do not receive the admission card with the form of a proxy in a timely manner, you may be admitted to the Annual Meeting by showing your most recent brokerage statement or other proof of ownership verifying your beneficial ownership of our common stock on March 29, 2017, the record date for voting. You should also bring your photo identification. Because seating is limited, admission will be limited to shareowners or their proxy holders who have an admission card or other proof of ownership.
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| 3. | Who is entitled to vote at the Annual Meeting? |
Only shareowners of record at the close of business on March 29, 2017 are entitled to vote at the Annual Meeting. As of the record date, 277,823,278 shares of our common stock were issued and outstanding. Each shareowner is entitled to one vote for each share of our common stock held on the record date.
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| 4. | What items are to be voted on in the Annual Meeting? |
You may vote on the following proposals:
To elect the four (4) nominees named in this Proxy Statement as directors of the Company to serve for the terms expiring at the 2020 Annual Meeting of Shareowners
To approve, on an advisory, non-binding basis, the compensation of our named executive officers
To approve, on an advisory, non-binding basis, the frequency of the advisory vote on the compensation of our named executive officers
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017
Shareowner proposal requesting periodic reports disclosing expenditures on political activities
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| 5. | How does the Board of Directors recommend I vote? |
The Board of Directors recommends you vote FOR each of the listed director nominees; FOR approval of the compensation of our named executive officers; for a frequency of ONE YEAR for the frequency of the advisory vote on the compensation of our named executive officers; FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017; and AGAINST the shareowner proposal requesting periodic reports disclosing expenditures on political activities.
You may vote your shares by proxy or in person at the Annual Meeting. Your Board of Directors recommends you vote by proxy even if you plan to attend the Annual Meeting. You may vote in one of four ways:
Online: You may vote by proxy online. Go to www.alliantenergy.com/eproxy and follow the instructions found on your proxy card
By Telephone: You may vote by proxy by calling the toll-free number found on the proxy card
By Mail: You may vote by proxy by filling out the proxy card and mailing it back in the envelope provided
In Person: You may attend the Annual Meeting and vote in person. Please bring your printed proxy card. Otherwise, the Company will give shareowners of record a ballot at the Annual Meeting
If you return your signed proxy card but do not mark the boxes showing how you wish to vote on one or more of the four proposals, your shares will be voted FOR each of the listed director nominees; FOR approval of the compensation of our named executive officers; for a frequency of ONE YEAR for the frequency of the advisory vote
on the compensation of our named executive officers; FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2017; and AGAINST shareowner proposal requesting periodic reports disclosing expenditures on political activities. If your proxy card is not signed, your votes will not be counted.
If your shares are held by a broker, bank or other record holder, you may direct the broker to vote your proxies as provided on the notice received from your broker. If you do not provide your broker, bank or other record holder with specific and timely voting instructions, your shares will not be voted except on Proposal Four—Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2017.
You will be asked to indicate whether you plan to attend the Annual Meeting when voting. We recommend you vote by proxy even if you plan to attend the Annual Meeting in person.
Alliant Energy is incorporated under Wisconsin law, which specifically permits electronically transmitted proxies, provided that it can be determined that the transmission was sent or authorized by the shareowner. The electronic voting procedures are designed to authenticate each shareowner by use of a control number and to confirm that the shareowner instructions are properly recorded.
Yes, you have the right to revoke your proxy at any time before the Annual Meeting by (a) providing written notice to our Corporate Secretary at 4902 North Biltmore Lane, Madison, Wisconsin 53718; or (b) appointing a new proxy prior to the start of the Annual Meeting.
Additionally, if you attend the Annual Meeting and wish to vote in person, you may revoke your proxy by oral notice at that time. Attendance at the Annual Meeting will not, by itself, cause your previously appointed proxy to be revoked.
If your shares are held by a bank, broker or other record holder on your behalf, you may submit voting instructions in accordance with the process provided by such record holder.
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| 8. | What shares are included on the proxy card(s)? |
Your proxy card(s) covers all of your shares of our common stock, including any shares held in your account under our Shareowner Direct Plan and the Alliant Energy Corporation 401(k) Savings Plan.
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| 9. | How are shares voted that are held for employees in the Alliant Energy Corporation 401(k) Savings Plan? |
Shares held in the Alliant Energy Corporation 401(k) Savings Plan will be included on the proxy card that covers all of your shares of our common stock as described in Question 8. You will not receive a separate proxy card for these shares.
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| 10. | How does the proxy voting process work? |
Only if the proxy card is voted as described above in Question 6 “How do I vote?” will the proxy be voted in accordance with your instructions. If a proxy is given, the persons named in the proxy will have authority to vote in accordance with their best judgment on any other matter that is properly presented for action at the meeting.
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| 11. | What is the required vote for each item on the proxy card, assuming a quorum is present? |
A quorum is met if at least a majority of the shares of our common stock entitled to vote is present in person or by proxy at the Annual Meeting. Abstentions and broker non-votes count as present for establishing a quorum. If you have returned valid proxy instructions or vote in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you abstain from any matter introduced at the Annual Meeting.
Assuming a quorum is present at the Annual Meeting, the required vote for each item on the proxy card is as follows:
Election of Directors — Directors will be elected by a plurality of the votes cast at the Annual Meeting. Shares not voted at the Annual Meeting (including broker non-votes) will not be counted as votes cast. The proxies solicited may be voted for a substitute nominee or nominees if any of the nominees are either unable to serve or for good reason will not serve — a contingency the Board of Directors does not currently anticipate. See Question 15 “What happens if a director nominee does not receive a majority of votes cast?” for information concerning our director resignation policy.
Advisory Vote on Compensation of Our Named Executive Officers — Approval of the advisory vote on executive compensation requires that the votes cast “FOR” the approval of our executive compensation exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions and broker non-votes will have no impact on the vote.
64 | ALLIANT ENERGY | 2017 Proxy Statement
SECTION 16(a) COMPLIANCE
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a)
Advisory Vote on the Frequency of the Advisory Vote on Compensation of Our Named Executive Officers - The particular frequency of this advisory vote receiving the greatest number of votes at the Annual Meeting will be considered the shareowner recommendation for the frequency of the advisory vote on the compensation of our named executive officers. Abstentions and broker non-votes will not constitute a vote for any particular frequency and will have no impact on the vote.
Ratification of Appointment of Independent Registered Public Accounting Firm — Approval of the ratification of the appointment of our independent registered public accounting firm requires that the votes cast “FOR” the ratification exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions will have no impact on the vote, and there will be no broker non-votes with respect to the proposal because brokers may exercise their discretion to vote for or against the proposal in the absence of instruction from the beneficial owners.
Shareowner Proposal — Approval of the shareowner proposal requesting periodic reports disclosing expenditures on political activities requires that the votes cast “FOR” the proposal exceed the votes cast “AGAINST” the proposal at the Annual Meeting. Abstentions and broker non-votes will have no impact on the vote.
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| 12. | Is there any other business to be conducted? |
Our Board of Directors does not know of any business to be considered at the Annual Meeting other than the five proposals set forth in this Proxy Statement and listed in Question 4 above.
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| 13. | Who tabulates the votes? |
The inspector of election appointed for the Annual Meeting will separately tabulate affirmative and negative votes (or “withheld” votes in the case of the election of directors), votes for one year, two years and three years in the case of the advisory vote on the frequency of the advisory vote on executive compensation, abstentions and broker non-votes.
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| 14. | Where and when will I be able to find the results of the voting? |
The preliminary results of the voting will be announced at the Annual Meeting, or you may call us for the results at the information number shown on the Notice of Annual Meeting. We will also file the final voting results on a Current Report on Form 8-K with the SEC within four business days following the Annual Meeting.
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| 15. | What happens if a director nominee does not receive a majority of votes cast? |
Pursuant to our Corporate Governance Principles, any nominee for director in an uncontested election who receives a greater number of votes “withheld” than votes “for” his or her election is required to offer his or her resignation to the Chairman of the Board of Directors following certification of the shareowner vote. A Resignation Committee will promptly consider any resignation offers under our Director Resignation Policy and recommend to the Board of Directors, based on all relevant factors, whether to accept or reject the tendered resignation. The Board of Directors will then act on that recommendation no later than 90 days following the date of the shareowners’ meeting at which the election occurred. We will promptly publicly disclose the Board of Directors’ decision, including an explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation. Full details of our majority voting policy are set forth on our website at www.alliantenergy.com/investors under the “Corporate Governance” link.
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| 16. | What does it mean if I get more than one proxy card? |
If your shares are registered differently and are in more than one account, then you will receive more than one proxy card. Be sure to vote all of your accounts to ensure that all of your shares are voted. When possible, we encourage you to have all accounts registered in the same name and address. You can do this by contacting Wells Fargo Shareowner Services at the address below:
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
or
P. O. Box 64856
St. Paul, MN 55164-9442
1-800-356-5343
www.shareowneronline.com
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| 17. | Are the 2016 Annual Report and these proxy materials available on the Internet? |
Yes. As required by the SEC, our Proxy Statement and Annual Report are available to our shareowners electronically via the Internet. You can access these materials at www.alliantenergy.com/eproxy.
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| 18. | How can I access future proxy materials and Annual Reports on the Internet? |
If you are a shareowner of record, you can consent to access our future notices of shareowner meetings, proxy materials, and Annual Reports electronically through our website.
Selecting electronic access allows us to save on the cost of producing and mailing these materials. If shareowners want to consent to electronic access, they should simply mark the appropriate box on a proxy card or follow the instructions provided when voting over the Internet or by telephone. If you consent to access these materials over the Internet, you will receive a proxy card in the mail next year with instructions containing the Internet address to access those materials rather than receiving those proxy materials and the Annual Report by mail. Your consent will remain in effect unless it is revoked by writing to Wells Fargo Shareowner Services at the shareowner information address shown in Question 16 above.
If you consent to electronic access, then you will be responsible for your routine charges (e.g., online fees) in connection with electronic viewing and printing of proxy materials and Annual Reports. We will continue to distribute printed materials to shareowners who do not consent to access these materials electronically.
If your shares are held by a bank, broker or other record holder on your behalf, please refer to the information provided by such record holder for instructions on how to elect to view future proxy statements and Annual Reports over the Internet.
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| 19. | When are shareowner proposals for the 2018 Annual Meeting due? |
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 requires(“Rule 14a-8”), all shareowner proposals to be considered for inclusion in our Proxy Statement for the 2018 Annual Meeting must be received at our principal office by December 19, 2017. In addition, any shareowner who intends to present a company’s directors,proposal, including director nominations, at the 2018 Annual Meeting must comply with the requirements set forth in our Bylaws. Our Bylaws state, among other things, that to bring business before an Annual Meeting, a shareowner must give written notice that complies with the Bylaws to our Corporate Secretary not later than 45 days in advance of the first anniversary of the date we mailed our Proxy Statement to shareowners for the prior year’s Annual Meeting. Accordingly, we must receive notice of a shareowner’s proposal submitted other than pursuant to Rule 14a-8, including director nominations, no later than March 5, 2018. If the notice is received after March 5, 2018, then the notice will be considered untimely and we are not required to present such proposal or director nomination at the 2018 Annual Meeting. The persons named in the proxies solicited by the Board of Directors for the 2018 Annual Meeting will use their discretion to vote proxies in certain cases if the shareowner does not comply with this deadline and in certain other cases notwithstanding the shareowner’s compliance with these deadlines.
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| 20. | Who is our independent registered public accounting firm and how is it appointed? |
Deloitte & Touche LLP audited our financial statements for 2016. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will be given the opportunity to make a statement and to be available to respond to appropriate questions. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for 2017 and is recommending the appointment for ratification by shareowners.
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| 21. | Who will bear the cost of soliciting proxies for the Annual Meeting and how will these proxies be solicited? |
We will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our officers and personsemployees who own more than 10%will not receive any additional compensation for these solicitation activities. We will pay banks, brokers, nominees and other fiduciaries reasonable charges and expenses incurred in forwarding the proxy materials to their principals. We have retained D.F. King & Co., Inc. to aid in the solicitation of proxies at an estimated cost of $7,500, plus reimbursable out-of-pocket expenses.
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| 22. | If more than one shareowner lives in my household, how can I obtain an extra copy of the Proxy Statement and the 2016 Annual Report? |
Pursuant to SEC rules, services that deliver our communications to shareowners who hold their shares through a registered classbank, broker or other holder of record may deliver to multiple shareowners sharing the same address a company’s equity securitiessingle copy of our Annual Report and Proxy Statement. Upon written or oral request, we will mail an additional copy of the Proxy
66 | ALLIANT ENERGY | 2017 Proxy Statement
Statement and the 2016 Annual Report to file reportsany shareowner at a shared address to which a single copy of ownershipthe document was previously delivered, and changeswe will continue to do so in ownershipthe future, if requested. You may notify us of such equity securities withyour request by calling us at (608) 458-3311 or writing to the Securities and Exchange Commission (“SEC”) and furnishaddress shown below for requesting a copy of our 2016 Annual Report on Form 10-K. You may also access these materials at www.alliantenergy.com/eproxy. In addition, shareowners who receive multiple copies of those reports to such company. As a matterour Annual Report and Proxy Statement may request delivery of practice, the Company’s Legal Department assists the Company’s directors and executive officers and subsidiary directors and executive officerssingle copies by contacting us in the preparation of initial reports of ownership and reports of changes in ownership and files those reports with the SEC on their behalf. Based on the written representations of the reporting persons and on copies of the reports filed with the SEC, the Company believes that all reporting persons of the Company and subsidiaries satisfied the filing requirements in 2014.manner provided above.
We will furnish to any shareowner, without charge, a copy of our 20142016 Annual Report on Form 10-K. You may obtain a copy of the Form 10-K by writing Alliant Energy Shareowner Services at 4902 North Biltmore Lane, P.O. Box 14720, Madison, Wisconsin 53708-0720 or via email atshareownerservices@alliantenergy.com. | | |
58 | | ALLIANT ENERGY I 2015 Proxy Statement |
APPENDIX A
Appendix AALLIANT ENERGY CORPORATION AMENDED AND RESTATED 2010 OMNIBUS INCENTIVE PLAN
SECTION 1. PURPOSE
The purpose of the Alliant Energy Corporation Amended and Restated 2010 Incentive Plan is to attract, retain and motivate employees, officers, Directors, and consultants of the Company and/or its Affiliates by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s shareowners.
SECTION 2. DEFINITIONS
Capitalized terms used in this Plan have the following meanings:
(a) “Acquired Entity” means any entity acquired by the Company or an Affiliate of the Company or with which the Company or an Affiliate of the Company merges or combines.
(b) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 under the Exchange Act or any successor rule or regulation thereto.
(c) “Award” means a grant of Performance Shares, Performance Units, Shares, Restricted Stock, Restricted Stock Units, cash-based awards, or other incentives denominated in cash or in shares of Common Stock as may be designated by the Committee from time to time.
(d) “Beneficial Owner” means a Person who owns, has an interest in or right with respect to securities:
(i) which such Person or any of such Person’s Affiliates has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of rights issued pursuant to the terms of the Amended and Restated Rights Agreement, dated as of December 11, 2008, between the Company and Wells Fargo Bank, N.A., as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;
(ii) which such Person or any of such Person’s Affiliates, directly or indirectly, has the right to vote or dispose of or has “beneficial ownership” of (as determined pursuant to Rule 13d-3 of the Exchange Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this Section 2(d) (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act and (B) is not also then reportable on a Schedule 13D under the Exchange Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person’s Affiliates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in Section 2(d) (ii) above) or disposing of any voting securities of the Company.
(e) “Board” means the Board of Directors of the Company.
(f) “Cause” means, but is not limited to, (i) embezzlement of funds of the Company or an Affiliate of the Company, (ii) fraud, (iii) the engaging by the Participant in conduct not taken in good faith which has caused demonstrable financial or reputational harm to the Company, (iv) commission of a felony which impairs the Participant’s ability to perform the Participant’s duties and responsibilities and (v) continuing willful and unreasonable refusal by the Participant to perform the Participant’s duties or responsibilities. The Committee, by a majority vote, shall make the determination of whether Cause exists.
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(g) A “Change in Control” shall be determined with reference to Alliant Energy Corporation as the Company, as more fully set forth below, and shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred, and such an event is a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation pursuant to Treasury Regulations section 1.409A-3(i)(5):
(i) any Person (other than (A) the Company or any Subsidiary, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any Subsidiary, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareowners of the Company in substantially the same proportions as their ownership of stock in the Company (“Excluded Persons”)) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities; provided, however, that for purposes of this Section 2(g)(i), any acquisition pursuant to a transaction described in Section 2(g)(iii) and that is not a “Change in Control” pursuant to such section shall also not constitute a “Change in Control” for purposes of this Section 2(g)(i); or
(ii) a change in the composition of the Board during any 12-month period such that the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, as of the beginning of such 12-month period, constituted the Board and (B) any new director who becomes a member of the Board subsequent to the beginning of the 12-month period (other than a director whose initial assumption of office is in connection with an actual or threatened proxy or consent solicitation for the purpose of opposing a solicitation by the Company relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareowners was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors as of the beginning of such 12-month period, or whose appointment, election or nomination for election was previously so approved; or
(iii) the Company consummates a merger, consolidation or share exchange with any other corporation or issues voting securities in connection with a merger, consolidation or share exchange involving the Company (or any Subsidiary), other than (A) a merger, consolidation or share exchange which results in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, pursuant to express authorization by the Board that refers to this exception) representing 30% or more of either the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities; or
(iv) the shareowners of the Company approve, and the Company completes, a plan of complete liquidation or dissolution of the Company or the Company effects a sale or disposition of all or substantially all of its assets (in one transaction or a series of related transactions within any period of 24 consecutive months), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Common Stock immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.
(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision.
(i) “Committee” means the Compensation and Personnel Committee of the Board (or a successor committee with the same or similar authority).
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(j) “Common Stock” means the common stock of the Company, $0.01 par value.
(k) “Company” means Alliant Energy Corporation, a Wisconsin corporation, or any successor thereto.
(l) “Covered Employee” means a “covered employee” as that term is defined for purposes of Code Section 162(m)(3) or any successor provision.
(m) “Director” means a member of the Board.
(n) “Disability” shall have the meaning provided in the Alliant Energy Cash Balance Plan if and only if the condition is also a disability pursuant to Treasury Regulations section 1.409A-3(i)(4).
(o) “Effective Date” has the meaning set forth in Section 16.
(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under such provision.
(q) “Fair Market Value” means the closing price for a share of Common Stock on any given date during regular trading, or if the Common Stock is not trading on that date, the closing price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.
(r) “Good Reason” means that any of the following events occur without the Participant’s written consent:
(i) a material diminution in the Participant’s base compensation; or
(ii) a material diminution in the Participant’s duties or responsibilities.
Notwithstanding the foregoing, a resignation by a Participant for any of the reasons set forth in Section 2(r)(i) and (ii) above will not constitute “Good Reason” unless (A) the Participant provides written notice to the Company of the existence of the event within 90 days of the initial existence of the event, (B) the Company fails to cure the event within 30 days of such notice, and (C) the Participant resigns within 30 days following the last day of such 30-day cure period.
(s) “Non-Employee Director” means a Director who meets the requirements of Rule 16b-3(b)(3) of the Exchange Act.
(t) “Participant” means an individual selected by the Committee to receive an Award.
(u) “Performance Goals” has the meaning set forth in Section 9.
(v) “Performance Shares” means the right to receive Shares to the extent Performance Goals are achieved.
(w) “Performance Units” means the right to receive cash and/or Shares valued in relation to a unit that has a designated dollar value or the value of which is equal to the Fair Market Value of one or more Shares, to the extent Performance Goals are achieved.
(x) “Person” has the meaning given to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof.
(y) “Plan” means this Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan, as may be amended from time to time.
(z) “Restricted Stock” means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which may lapse upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service.
(aa) “Restricted Stock Unit” means the right to receive cash and/or Shares the value of which is equal to the Fair Market Value of one Share.
(bb) “Section 16 Participants” means Participants who are subject to the provisions of Section 16 of the Exchange Act.
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APPENDIX A
(cc) “Share” means a share of Common Stock.
(dd) “Subsidiary” means any corporation, limited liability company or other limited liability entity in an unbroken chain of entities beginning with the Company if each of the entities (other than the last entities in the chain) owns the stock or equity interest possessing more than 50% of the total combined voting power of all classes of stock or other equity interests in one of the other entities in the chain.
(ee) “Substitute Awards” means Awards granted in assumption of, or in substitution or exchange for, awards previously granted by an Acquired Entity.
SECTION 3. ADMINISTRATION
(a) Administration of This Plan. This Plan shall be administered by the Committee. In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary authority with respect to the administration of this Plan, including but not limited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in any Award or instrument evidencing an Award in the manner and to the extent it deems desirable to carry this Plan into effect and (iv) make all other determinations necessary or advisable for the administration of this Plan.
(b) Delegation to Other Committees or Officers. To the extent applicable law permits, the Board may delegate to another committee of the Board, or the Board or the Committee may delegate to one or more officers of the Company, any or all of the authority and responsibility of the Committee with respect to this Plan; provided, however, that no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised unless the delegation is to another committee of the Board consisting entirely of Non-Employee Directors and does not relate to Awards intended to qualify as performance-based compensation under Code Section 162(m). If the Board or the Committee has made such a delegation, then all references to the Committee in this Plan include such other committee or one or more officers to the extent of such delegation.
(c) Indemnification. The Company will indemnify and hold harmless each member of the Board and the Committee, and each officer or member of any other committee to whom a delegation under Section 3(b) has been made, as to any acts or omissions, or determination made, with respect to this Plan or any Award to the maximum extent that the law and the Company’s bylaws permit.
(d) Committee Determinations. All Committee determinations shall be made in the sole discretion of the Committee and are final, conclusive and binding on all interested parties.
SECTION 4. SHARES SUBJECT TO THIS PLAN
(a) Plan Reserve. Subject to adjustment as provided in Section 12, an aggregate of 4,500,000 Shares are reserved for issuance under this Plan. The Shares reserved for issuance may be either authorized and unissued Shares or Shares reacquired at any time and now or hereafter held as treasury stock.
(b) Share Usage. The aggregate number of Shares reserved under Section 4(a) shall be depleted on the date of grant of an Award by the maximum number of Shares, if any, with respect to which such Award is granted. If (i) an Award lapses, expires, terminates or is cancelled without the issuance of Shares under, or the payment of other compensation with respect to Shares covered by, the Award (whether due currently or on a deferred basis), (ii) it is determined during or at the conclusion of the term of an Award that all or some portion of the Shares with respect to which the Award was granted will not be issuable, or that other compensation with respect to Shares covered by the Award will not be payable, (iii) Shares are forfeited under an Award, or (iv) Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be recredited to this Plan’s reserve and may again be used for new Awards under this Plan. Notwithstanding the foregoing, in no event shall Shares tendered or withheld to satisfy federal, state or local tax withholding obligations be recredited to this Plan’s reserve.
SECTION 5. ELIGIBILITY
An Award may be granted to any officer or other employee of the Company or its Affiliates, a consultant who provides services to the Company or its Affiliates, or a Director, including a Non-Employee Director.
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APPENDIX A
SECTION 6. AWARDS
(a) General. Subject to the terms of this Plan, the Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under this Plan. Awards may be granted alone or in addition to, or in substitution for, any other Award (or any other award granted under another plan of the Company or any Affiliate of the Company).
(b) Evidence of Awards. Awards granted under this Plan shall be evidenced by a written, including an electronic, agreement or other instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and are not inconsistent with this Plan.
(c) Waiver of Restrictions. Notwithstanding any provision of this Plan that requires a minimum vesting and/or performance period for an Award, the Committee, at the time an Award is granted or any later date, may subject an Award to a shorter vesting and/or performance period to take into account a Participant’s hire or promotion, or may accelerate the vesting or deem an Award to be earned, in whole or in part, in the event of a Participant’s death, Disability or retirement (as defined by the Committee) or a Change in Control. In the event of a Change in Control, such change may be made only for Participants who resign for Good Reason or whom the Company terminates for reasons other than Cause.
(d) Deferrals. To the extent permitted by applicable law, the Committee may permit or require a Participant to defer receipt of the payment of any Award. If any such deferral election is permitted or required, the Committee, in its sole discretion, shall establish rules and procedures for such payment deferrals, which may include the grant of additional Awards or provisions for the payment or crediting of interest or dividend equivalents, including converting such credits to deferred stock unit equivalents. All deferrals by Participants shall be made in accordance with Code Section 409A.
(e) Dividends and Dividend Equivalents. The Committee may grant an Award with provisions giving a Participant the right to receive any cash dividends (whether regular or otherwise), stock dividends, dividend equivalents and other distributions (whether paid in cash or securities) paid or made with respect to Awards; provided, however, that any such dividends, dividend equivalents or distributions shall be held in the custody of the Company and shall be subject to the same restrictions on transferability and forfeitability that apply to the corresponding Award, including that, with respect to Awards whose vesting, payment or grant are dependent on the achievement of one or more Performance Goals, stock dividends, dividend equivalents and other distributions shall accrue and be paid only if and to the extent the Award becomes vested or payable; and provided further that the right to any dividends, dividend equivalents or other distributions declared and paid on an Award will be structured in a manner intended to be exempt from or comply with Code Section 409A. Except as otherwise provided in the instrument evidencing an Award, all dividends, dividend equivalents or distributions credited to the Participant shall be paid to the Participant within 45 days following the full vesting of the Award with respect to which such dividends, dividend equivalents or distributions were made.
SECTION 7. SHARE AWARDS, RESTRICTED STOCK, RESTRICTED STOCK UNITS, PERFORMANCE SHARES
AND PERFORMANCE UNITS
(a) General. The Committee may grant Awards of Shares, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, as the Committee shall determine in its sole discretion, including those based on continuous service with the Company or an Affiliate of the Company or the achievement of any performance goals and which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award. The Committee shall have the authority, in its sole discretion, to provide whether Performance Shares, Performance Units, and Restricted Stock Units will be settled in cash, in Shares (including Restricted Stock), or in a combination of cash and Shares.
(b) Restrictions on Vesting Schedule. Notwithstanding the foregoing, in the case of an Award of Restricted Stock or Restricted Stock Units granted that is subject to restrictions that lapse solely over a specified period of time, no restrictions may lapse as to any portion of such Award before the first anniversary of the date such Award was granted, as to two-thirds of such Award before the second anniversary of the date such Award was granted, and as to one-third of such Award before the third anniversary of the date such Award was granted, except, in each case, in the event of death, Disability, retirement or a Change in Control (subject to Section 6(c)).
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APPENDIX A
SECTION 8. OTHER STOCK OR CASH-BASED AWARDS
Subject to the terms of this Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives denominated in cash, Shares, or other property under this Plan; provided that any Award that provides for purchase rights shall be priced at no less than 100% of the Fair Market Value on the grant date of the Award. The Committee shall have the authority, in its sole discretion, to determine that payment of cash-based Awards will be paid in Shares or Restricted Stock, either on a mandatory basis or at the election of the Participant, having a Fair Market Value at the time of the payment equal to the amount payable with respect to the Award; provided that any such determination by the Committee or election by the Participant must be made at such time and manner as determined by the Committee and will be subject to the terms of this Plan.
SECTION 9. CODE SECTION 162(m) PROVISIONS
Notwithstanding any other provision of this Plan to the contrary, if the Committee determines, at the time an Award is granted to a Participant who is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 9 is applicable to such Award.
(a) Performance Goals. If an Award is subject to this Section 9, then the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or an Affiliate or business unit of the Company, as reported or calculated by the Company: net income; operating income; income from continuing operations; revenue; earnings (including before taxes and/or interest and/or depreciation and amortization); net earnings per share (including diluted earnings per share); price per share; cash flow; net cash provided by operating activities; pre-tax profit; ratio of debt to debt plus equity; total shareowner return; return on assets; return on equity; return on investment; cost of capital; economic value added; customer satisfaction; customer loyalty and/or retention; availability; employee safety; employee engagement; environmental measures; market share; system reliability; cost structure reduction; regulatory outcomes; diversity; cost savings; operating goals; profit margin; sales performance; and internal revenue growth (each a “Performance Goal”). Such Performance Goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable Affiliate or business unit of the Company) under one or more of the Performance Goals described above relative to the performance of other corporations. The performance period for any Award must relate to a period of at least one fiscal year of the Company, except that, if the Award is made at the time of commencement of employment with the Company or on the occasion of a promotion, then the Award may relate to a period shorter than one fiscal year. Such Performance Goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Code Section 162(m).
As to each Performance Goal, the relevant measurement of performance shall be computed in accordance with generally accepted accounting principles, but, unless otherwise determined by the Committee and to the extent consistent with Code Section 162(m), will exclude the effects of the following, if the amount is over $4,000,000 on a pre-tax basis and is not considered in the annual budget approved by the Board: (i) charges for reorganizing and restructuring; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions; and (vi) extraordinary, unusual and/or non-recurring items of gain or loss, that in all of the foregoing the Company identifies in its audited financial statements, including notes to the financial statements, or the Management’s Discussion and Analysis section of the Company’s periodic reports.
(b) Adjustment of Awards. Notwithstanding any provision of this Plan other than Section 12, with respect to any Award that is subject to this Section 9, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable Performance Goals except in the case of the Covered Employee’s death or Disability or a Change in Control (subject to Section 6(c)).
(c) Limitations. Subject to adjustment from time to time as provided in Section 12, no Participant may be granted Awards other than Performance Units or other Awards denominated in cash or other property subject to this Section 9 in any calendar year period with respect to more than 750,000 Shares for such Awards, and the maximum dollar value payable with respect to Performance Units or other Awards denominated in cash or other property subject to this Section 9 granted to any Participant in any one calendar year is $15,000,000.
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(d) Other Restrictions. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 9 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Code Section 162(m)(4)(C).
SECTION 10. WITHHOLDING
The Company or any Affiliate of the Company may require the Participant to pay to the Company or any Affiliate of the Company, as applicable, (a) the amount of any taxes that the Company or any Affiliate of the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or any Affiliate of the Company (“other obligations”). Notwithstanding any other provision of this Plan to the contrary, the Company shall not be required to issue any Shares or otherwise settle an Award under this Plan until such tax withholding obligations and other obligations are satisfied.
The Committee may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (i) paying cash to the Company or an Affiliate of the Company, as applicable, (ii) having the Company or an Affiliate of the Company, as applicable, withhold an amount from any cash amounts otherwise due or to become due from the Company or an Affiliate of the Company, as applicable, to the Participant, (iii) having the Company withhold a number of Shares that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (iv) surrendering a number of Shares the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer’s minimum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes.
SECTION 11. TRANSFERABILITY
Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee allows a Participant to: (a) designate in writing a beneficiary to exercise the Award or receive payment under the Award after the Participant’s death; (b) transfer an Award to the former spouse of the Participant as required by a domestic relations order incident to a divorce; or (c) otherwise transfer an Award; provided, however, that with respect to clause (c) above, the Participant may not receive consideration for such a transfer of an Award.
SECTION 12. ADJUSTMENTS
(a) Adjustment of Shares. In the event of (i) a change to the Shares by reason of any stock split, stock dividend, recapitalization, or combination of shares, (ii) a merger or other transaction in which the Shares are changed or exchanged, or (iii) a cash dividend that exceeds 10% of the trading price of the Shares at the time the dividend is declared or any other dividend or other distribution on the Shares in the form of cash, or a repurchase of Shares, that the Board determines by resolution is special or extraordinary in nature or that is in connection with a transaction that the Company characterizes publicly as a recapitalization or reorganization involving the Shares, then the Committee shall make proportional adjustments to (A) the maximum number and/or kind of securities issuable under this Plan; (B) the number and/or kind of securities subject to outstanding Awards and the grant or purchase price per Share of such Awards; (C) the maximum numbers and/or kinds of securities set forth in Section 9(c); and (D) to the extent such discretion does not cause an Award that is intended to qualify as performance-based compensation under Code Section 162(m) to lose its status as such, the Performance Goals of an Award. The Committee also shall be authorized to make any adjustments described in (A)-(D) of the foregoing sentence, in such manner as it may deem equitable, if any other event shall occur, that, in the judgment of the Committee, necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. However, the number of Shares subject to any Award payable or denominated in Shares must always be a whole number. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of the Award) in an amount determined by the Committee effective as of such time as the Committee specifies (which may be the time such transaction or event is effective). Without limitation, in the event of any event described above (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Common Stock is not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Committee shall be authorized to substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Common Stock are or will be entitled in respect of each Share pursuant to the transaction. Notwithstanding the foregoing, if the Company shall subdivide the Shares or the Company shall
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declare a stock split or stock dividend, and if no action is taken by the Committee, then the adjustments contemplated by this Section 12(a) that are proportionate shall nevertheless automatically be made as of the date of such subdivision of the Shares or stock split or stock dividend.
Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards.
(b) Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee may authorize the issuance of Substitute Awards in assumption of, or in substitution or exchange for, awards previously granted by an Acquired Entity upon such terms and conditions as it may deem appropriate.
SECTION 13. AMENDMENT AND TERMINATION
(a) Term of Plan. Unless the Board or the Committee earlier terminates this Plan pursuant to Section 13(b), this Plan will terminate on the earlier of (i) the date that is 10 years from the Effective Date and (ii) the date when all Shares reserved for issuance have been issued.
(b) Termination and Amendment. The Board or the Committee may amend, alter, suspend, discontinue or terminate this Plan at any time. Notwithstanding the foregoing, (i) the Board must approve any amendment of this Plan to the extent the Company determines such approval is required by prior action of the Board or applicable law or regulation and (ii) shareowners must approve any amendment of this Plan to the extent required by applicable law, regulation or stock exchange rule.
(c) Amendment, Modification or Cancellation of Awards. Subject to the requirements of this Plan, the Committee may amend or modify any Award, or waive any restrictions or conditions applicable to any Award or the exercise of the Award, or amend, modify or cancel any terms and conditions applicable to any Award, in each case by mutual agreement between the Committee and the Participant or any other person(s) as may then have an interest in the Award, so long as any such action does not increase the number of Shares issuable under this Plan (except as permitted by Section 12). The Committee need not obtain the consent of the Participant (or other interested party) for any such action that is permitted by the provisions of Section 12(a) or for any such action to the extent that: (i) the action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Shares are then traded; (ii) the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of any Award for the Company; (iii) the Committee determines that such action does not materially and adversely affect the value of an Award or that such action is in the best interest of the affected Participant or any other person(s) as may then have an interest in the Award, or (iv) unilateral action by the Committee is permitted under Section 14(c) of this Plan.
(d) Survival of Authority and Awards. Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 13 will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect the rights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.
SECTION 14. SECTION 409A
(a) General. This Plan and Awards granted under this Plan are intended to be exempt from the requirements of Code Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation section 1.409A-1(b)(4), the exclusion applicable to stock options and certain other equity-based compensation under Treasury Regulation section 1.409A-1(b)(5), or otherwise. To the extent Code Section 409A is applicable to this Plan or any Award granted under this Plan, it is intended that this Plan and any Awards granted under this Plan comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any other provision of this Plan or any Award granted under this Plan to the contrary, this Plan and any Award granted under this Plan shall be interpreted, operated and administered in a manner consistent with such intentions.
(b) Separation from Service; Six Month Delay. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Plan or any Award granted under this Plan to the contrary, with respect to any payments and benefits under this Plan or any Award granted under this Plan to which Code Section 409A applies, all references in this Plan or any Award
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granted under this Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee,” within the meaning of Code Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Code Section 409A, amounts that would otherwise be payable under this Plan or any Award granted under this Plan during the six-month period immediately following the Participant’s “separation from service,” within the meaning of Code Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s death.
(c) Unilateral Amendment. Notwithstanding any other provision of this Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Plan and any Award granted under this Plan so that the Award qualifies for exemption from or complies with Code Section 409A; provided that the Committee makes no undertaking to preclude Code Section 409A from applying to Awards granted under this Plan.
(d) No Guarantee of Tax Treatment. Notwithstanding any provision of this Plan to the contrary, the Company does not guarantee to any Participant or any other person(s) with an interest in an Award that (i) any Award intended to be exempt from Code Section 409A shall be so exempt, (ii) any Award intended to comply with Code Section 409A shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate of the Company be required to indemnify, defend or hold harmless any individual with respect to the tax consequences of any Award.
SECTION 15. MISCELLANEOUS
(a) Employment and Service. The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate of the Company, or the right to continue as a Director. Unless determined otherwise by the Committee, for purposes of this Plan and all Awards, the following rules shall apply:
(i) a Participant who transfers employment or service between the Company and its Affiliates, or between Affiliates, shall not be considered to have terminated employment or service;
(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliate of the Company shall not be considered to have ceased service as a Director with respect to any Award until such Participant’s termination of employment with the Company and its Affiliates;
(iii) a Participant who ceases to be employed by the Company or an Affiliate of the Company and immediately thereafter becomes a Non-Employee Director, a non-employee director of an Affiliate of the Company, or a consultant to the Company or any Affiliate of the Company shall not be considered to have terminated employment until such Participant’s service as a director of, or consultant to, the Company and its Affiliates has ceased; and
(iv) a Participant employed by or providing service to an Affiliate of the Company shall be considered to have terminated employment or service when such entity ceases to be an Affiliate of the Company.
(b) No Fractional Shares. No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred in lieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated.
(c) Unfunded Plan. This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fund with respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, such rights are no greater than the rights of the Company’s general unsecured creditors.
(d) Requirements of Law and Securities Exchange. The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. Notwithstanding any other provision of this Plan or any award agreement, the Company
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APPENDIX A
has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issued under this Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges.
(e) Governing Law. This Plan, and all agreements under this Plan, will be construed in accordance with and governed by the laws of the State of Wisconsin, without reference to any conflict of law principles.
(f) Limitations on Actions. Any legal action or proceeding with respect to this Plan, any Award or any award agreement must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint.
(g) Construction. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Title of sections are for general information only, and this Plan is not to be construed with reference to such titles.
(h) No Rights as a Shareowner.Unless otherwise provided by the Committee or in the instrument evidencing an Award, no Award shall entitle the Participant to any rights of a shareowner unless and until the date of issuance under this Plan of the Shares that are the subject of such Award.
(i) Severability.If any provision of this Plan or any award agreement or any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would cause this Plan, any award agreement or any Award to violate any law the Committee deems applicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan, award agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and the remainder of this Plan, such award agreement and such Award will remain in full force and effect.
SECTION 16. EFFECTIVE DATE
The effective date of the Plan (the “Effective Date”) is May 20, 2010, the date on which the shareowners originally approved the 2010 Omnibus Incentive Plan.
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68 | | ALLIANT ENERGY I 2015 Proxy Statement |
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| | Shareowner Services
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| | | | | P.O. Box 64945 | | | | | | |
| | | | | St. Paul, MN 55164-0945 | | | | | | |
| | | | | | Address Change? Mark box, sign, and indicate changes below: ¨
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| | | | | | | | To vote by Internet or telephone,
see reverse side of this proxy card.
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2015 ANNUAL MEETING – May 7, 2015
TheBoardofDirectorsrecommendsavote“FOR”allnomineeslistedinProposal1,“FOR”Proposal2, “FOR”Proposal3,and“FOR”Proposal4,allofwhichareproposalsofAlliantEnergyCorporation.
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| | 1. | | Election of directors: | | Nominees for terms ending in 2018:
(01) Ann K. Newhall
| | ¨ | | FOR all nominees (except as
marked to the contrary below)
| | ¨ | | WITHHOLD AUTHORITY
(to vote for all nominees)
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| | | (02) Dean C. Oestreich | | | | | | | | | | |
| | | | | | (03) Carol P. Sanders | | | | | | | | | | |
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| | (Instructions: To withhold authority to vote for any individual nominee, write that nominee’s number in the box.) | | | | | | |
Please fold here – Do not separate
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| | 2.
| | Advisory vote to approve named executive officer compensation.
| | ¨
| | For
| | ¨
| | Against
| | ¨
| | Abstain
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| | 3. | | Proposal to approve the Alliant Energy Corporation Amended and Restated 2010 Omnibus Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code.
| | ¨
| | For
| | ¨
| | Against
| | ¨
| | Abstain
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| | 4. | | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015.
| | ¨
| | For
| | ¨
| | Against
| | ¨
| | Abstain
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| | This proxy, when properly executed, will be voted in the manner directed herein by the shareowner.Ifnodirectionismade, thentheproxywillbevoted“FOR”all nomineeslistedinProposal 1,“FOR”Proposal 2,“FOR”Proposal3,“FOR” Proposal 4andinthediscretionoftheproxiesuponsuchothermatterswhatmayproperlycomebeforethemeetingor anyadjournmentorpostponementthereof. | | |
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| | I (we) will attend the annual meeting in Cedar Rapids, IA. Registration is required at the meeting.
| | ¨
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| | (Importantinformationcontainedonreverseside;pleaseread.)
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| | | | Signature(s) in Box | | |
| | | | Please sign exactly as your name(s) appears on this Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing this Proxy.
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ALLIANT ENERGY CORPORATION
2015 Annual Meeting of Shareowners
Thursday, May 7, 2015, at 10:30 AM (Central Daylight Time)
Cedar Rapids Marriott
1200 Collins Road NE
Cedar Rapids, IA 52402
Photo ID required for entry. The start time of the meetingis 10:30 AM
To access the Alliant Energy Corporation Annual Report and proxy statement on the Internet, please open Alliant Energy’s website atwww.alliantenergy.com/eproxy. We encourage you to check out Alliant Energy’s website to see how easy and convenient it is. Click on the Annual Report link for the Annual Report and proxy statement. You may print or just view these materials.
For electronic delivery of future proxy materials, please visitwww.proxyconsent.com/LNT
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| | Wells Fargo Shareowner Services
P.O. Box 64873
St. Paul, MN 55164-0873
| | proxy
|
This proxy is solicited on behalf of the Board of Directors of Alliant Energy Corporation.
The undersigned appoints Patricia L. Kampling and James H. Gallegos, or either of them, attorneys and proxies with the power of substitution to vote all shares of stock of Alliant Energy Corporation (the “Company”), held of record in the name of the undersigned (including any shares held or credited to the undersigned’s account under the Company’s Shareowner Direct Plan and the Alliant Energy Corporation 401(k) Savings Plan) at the close of business on March 10, 2015, at the Annual Meeting of Shareowners of the Company to be held at the Cedar Rapids Marriott, Cedar Rapids, IA, at 10:30 a.m., and at all adjournments thereof, upon all matters that properly come before the meeting, including the matters described in the Company’s Notice of Annual Meeting of Shareowners dated March 24, 2015, and accompanying proxy statement, subject to any directions indicated on the reverse side of this card. This proxy also serves as a voting instruction card to the trustee, JP Morgan, for shares, if any, held in the trust for the Alliant Energy Corporation 401(k) Savings Plan.
Your phone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy.
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INTERNET | | PHONE | | MAIL |
www.proxypush.com/LNT | | 1-866-883-3382 | | Mark, sign and date your proxy
card and return it in the
postage-paid envelope provided.
Your proxy card must be received
by May 6, 2015.
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Use the Internet to vote your proxy
until 11:59 p.m. (CDT) on
May 6, 2015.
| | Use a touch-tone telephone to
vote your proxy until 11:59 p.m.
(CDT) on May 6, 2015.
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If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.
