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: September 15, 2005
(Date of earliest event reported)
Commission
File Number | Registrant; State of Incorporation
Address; and Telephone Number | IRS Employer
Identification No. |
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1-11337 | WPS RESOURCES CORPORATION
(A Wisconsin Corporation)
700 North Adams Street
P. O. Box 19001
Green Bay, WI 54307-9001
(920) 433-4901 | 39-1775292 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On September 15, 2005, the Board of Directors of WPS Resources Corporation approved the fiscal 2006 compensation arrangements for non-management directors, based upon the recommendations of the Board's Compensation Committee. In 2006, to the extent applicable, each of the non-management directors will receive:
- A $22,500 annual retainer,
- $1,500 for each in-person board meeting attended,
- $500 for each telephonic board meeting attended,
- $1,000 for each board committee meeting attended,
- $7,500 to serve as lead director,
- $7,500 to serve as chairman of the Audit Committee,
- $5,000 to serve as the chairman of the Compensation Committee, Financial Committee or Governance Committee, and
- A grant of deferred stock units of WPS Resources common stock under the terms of the Non-employee Director Deferred Compensation and Deferred Stock Unit Plan with a value of $40,000 on the date granted. Additional deferred stock units will be granted at each dividend date to reflect an equivalent dividend paid on WPS Resources common stock.
In addition, non-management directors are compensated for expenses incurred to attend board and committee meetings.
Employee directors receive no compensation for serving as directors.
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SIGNATURES |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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| | WPS RESOURCES CORPORATION
By: /s/ Joseph P. O'Leary
Joseph P. O'Leary
Senior Vice President
and Chief Financial Officer |
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Date: September 20, 2005 |
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WPS RESOURCES CORPORATION
Exhibit Index to Form 8-K
Dated September 15, 2005
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