UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) | December 9, 2004 |
|
CINERGY CORP. |
(Exact name of registrant as specified in its charter) |
|
Delaware | 1-11377 | 31-1385023 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
| | |
139 East Fourth Street, Cincinnati, Ohio | 45202 |
(Address of principal executive offices) | (Zip Code) |
| | |
Registrant’s telephone number, including area code | (513) 421-9500 |
| |
|
(Former name or former address, if changed since last report.) |
| | | | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 9, 2004, the Board of Directors (the “Board”) of Cinergy Corp. (“Cinergy”), upon recommendation of the Corporate Governance Committee, approved by unanimous vote the payment of a Lead Director annual retainer in the amount of $5,000, as well as annual retainers of $8,500 to serve on a committee of the Board and to chair a committee of the Board. Effective January 1, 2005, the fees paid to Cinergy’s non-employee Directors will consist of:
Type of Fee | | Amount |
Annual Board Retainer | | $60,000 (payable 50% each in cash and stock) |
Annual Committee Retainer | | $8,500 |
Annual Committee Chair Retainer | | $8,500 |
Annual Lead Director Retainer | | $5,000 |
Board Meeting Attendance | | $2,000 ($1,250 if attended by conference call) |
Committee Meeting Attendance | | $2,000 ($1,250 if attended by conference call) |
Annual Equity Award | | 450 units of Cinergy common stock |
In addition, when a non-employee Director is first elected to the Board, he or she is granted a non-qualified stock option to purchase 12,500 shares of Cinergy common stock. Cinergy also reimburses all non-employee Directors for expenses incurred to attend and participate at Board and Committee meetings.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The documents below are being filed on behalf of Cinergy.
Exhibit No. | | Registrant | | Description of Document | |
| | | | | |
10-aaaa | | Cinergy | | Stock Award Agreement by and between Cinergy and a member of its Board of Directors. | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CINERGY CORP. |
| | |
| | |
| | |
Dated: December 10, 2004 | By | /s/ MARC E. MANLY |
| | Name: Marc E. Manly
Title: Executive Vice President and Chief Legal
Officer |
| | |
3
EXHIBIT INDEX
Exhibit No. | | | | Description | |
| | | | | |
10-aaaa | | Cinergy | | Stock Award Agreement by and between Cinergy and a member of its Board of Directors. | |
4
