Item 1.01 Entry into a Material Definitive Agreement
Effective December 9, 2004, the Company entered into an Employment Agreement (the “Agreement”) with Eugene N. Dubay, Senior Vice President of Operations (a Named Executive Officer as defined in Item 401(a)(3) of Regulation S-K). The Agreement provides, among other things, that Mr. Dubay is employed at will, is eligible for severance payments under certain circumstances (including a change in control of the Company), will be compensated at a level that is consistent with the compensation paid to other senior-level executives of the Company, and will protect confidential information and trade secrets of the Company. A copy of the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Item 5.02 Election of Director
On December 9, 2004, the Company elected Ben A. Stevens to fill the vacancy on the Board created by the October 1, 2004 resignation of John R. Hinton. Until his appointment to the Company’s Board of Directors, Stevens had served as a member of the ENSTAR Natural Gas Company Advisory Board. ENSTAR Natural Gas Company is the Company’s Alaska natural gas distribution division. Stevens is a member of the Alaska State Senate, serving as state Senate Majority Leader, and is a member of the Finance, Resources, Legislative Budget and Audit, and Joint Armed Services committees, as well as a member of the Select Committee on Legislative Ethics and the Legislative Council. A copy of the press release announcing the election of Mr. Stevens is attached hereto as Exhibit 9 9.2 and is incorporated herein in its entirety by reference.
The Company’s Board of Directors has appointed Stevens to the Audit Committee and Special Committee on Alaska.
Item 9.01(c) Exhibits.
| | 99.1 | Employment Agreement dated December 9, 2004 between SEMCO Energy, Inc. and Eugene N. Dubay. |
| | 99.2 | Press Release issued December 14, 2004. |
