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): March 28, 2005
UIL HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 1-15052 06-1541045
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
157 Church Street, New Haven, Connecticut 06506
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code (203) 499-2000
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] 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)).
Item 1.01 Entry into a Material Definitive Agreement.
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At its March 28, 2005 meeting, the Compensation and Executive Development
Committee of the Board of Directors (CEDC) of UIL Holdings Corporation (UIL
Holdings) approved, among other actions, the following:
1. The CEDC approved participants, targets and measures for annual incentives
to be paid in 2006 for 2005 performance under the UIL Holdings Senior
Executive Incentive Compensation Program. The annual incentive awards will
become payable if corporate performance goals related to earnings per
share, cash flow, disposition of certain assets and certain individual
goals are achieved. If a specified level of earnings per share is
achieved, certain individual goals will be deemed achieved "at maximum"
allowing the CEDC to exercise negative discretion in determining a
component of an annual incentive award. The individual goals include
assessment of leadership and an assessment of the level of achievement of
strategic objectives by the Chief Executive Officer and the Chief Financial
Officer and, in the case of other executive officers, achievement of a
variety of performance measures applicable to the business units for which
the executive officer has principal responsibility.
2. The CEDC made performance share grants under the UIL Holdings Long-Term
Incentive Program, or in the case of Messrs. Woodson and Nicholas, the
UIL Holdings CEO/CFO Long-Term Incentive Program, as detailed below:
Target Number of
Performance Shares Granted
Name Position
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Nathaniel D. Woodson President and Chief Executive Officer 9,200
Richard J. Nicholas Executive Vice President and Chief Financial 5,600
Officer
Gregory W. Buckis Vice President and Controller 1,600
Susan E. Allen Vice President Investor Relations, Corporate 1,600
Secretary and Assistant Treasurer
Deborah Hoffman Vice President Audit Services and Chief 800
Compliance Officer
In general, the performance shares granted vest over, and the
associated performance measures pertain to, the three-year period
ending December 31, 2007. The issuance of performance shares upon
vesting, if any, will be based upon the achievement by two of UIL
Holdings' business units, The United Illuminating Company (UI) and
Xcelecom, Inc. (Xcelecom), of certain performance goals, with payment
to UIL Holdings' executives being based on the composite results of
such programs weighted 70% and 30%, respectively. The performance
measure relating to UI is based on the average annual return on equity
and the performance measure relating to Xcelecom is based on the
percentile ranking achieved by Xcelecom, with respect to two equally
weighted performance measures, namely, pre-tax income as a percent of
sales and free cash flow as a percent of sales, as compared against an
established group of comparable companies.
The actual number of performance shares issued will be based on the level
of performance achieved, but shall not exceed a pre-determined amount.
The target number of performance shares granted to Mr. Nicholas shown
in the table above includes a performance share grant payable based on
the achievement of total shareholder return (TSR) performance goals.
Final payout, if any, under this grant is determined based on the
relative TSR percentile achieved by UIL Holdings as compared against an
established group of comparable companies selected by the CEDC for the
period from January 1, 2005 through December 31, 2006. The target
number of shares payable to Mr. Nicholas pursuant to this grant is
3,700 shares with the maximum allowable payout being 200% of the
target.
3. The CEDC approved increases effective April 1, 2005 in the base salary for
the following executive officers:
- Mr. Woodson's base salary increased to $650,000.
- Mr. Nicholas' base salary increased to $227,000.
- Mr. Buckis' base salary increased to $185,000.
- Ms. Allen's base salary increased to $180,000.
- Ms. Hoffman's base salary increased to $141,000.
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.
UIL HOLDINGS CORPORATION
Registrant
Date: 4/1/05 By /s/ Richard J. Nicholas
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Richard J. Nicholas
Executive Vice President
and Chief Financial Officer