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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): October 1, 2007
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Commission |
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Exact name of registrant as specified in its charter |
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State of |
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I.R.S. Employer |
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File Number |
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and principal office address and telephone number |
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Incorporation |
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Identification No. |
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1-16163 |
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WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
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Virginia
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52-2210912 |
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0-49807 |
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Washington Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
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District of
Columbia
and Virginia |
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53-0162882 |
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Former name or former
address, if changed since last report: None
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 5.02 DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e) Compensatory Arrangements of Certain Officers
Effective October 1, 2007, WGL Holdings,
Inc., (WGL Holdings) granted performance share awards and
performance unit awards to certain employees of two of WGL Holdings’ subsidiaries, Washington Gas Light
Company (Washington Gas) and Washington Gas Energy Services, Inc., as approved by the Human
Resources Committee of WGL Holdings’ Board of Directors. These grants were made pursuant to the
terms of WGL Holdings’ Omnibus Incentive Compensation Plan.
The awards
for performance units and performance
shares are granted at target levels. Any performance units
that may be earned pursuant to terms of the grant will be paid in cash and are valued at $1.00 per
performance unit. Any performance shares that are earned will be paid in shares of common stock of
WGL Holdings.
The actual number of performance units
and performance shares that may be earned varies based on
the total shareholder return of WGL Holdings relative to a peer group over the three year
performance period. Median performance relative to the peer group earns performance units and
performance shares at the targeted levels. The maximum that can be earned is 200 percent of the
targeted levels and the minimum is zero.
The following table shows the target level
of awards made effective on October 1, 2007, to the current
principal executive officer, current principal financial officer
and other currently employed executive officers who are
named in the Summary Compensation Table of the most
recent proxy statement of WGL Holdings and the Information Statement
of Washington Gas, both of which are
dated January 26, 2007:
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Target |
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Target |
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Performance |
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Performance |
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Name and Position |
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Units |
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Shares |
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James H. Degraffenreidt, Jr.
Chairman and Chief Executive Officer |
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713,097 |
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21,042 |
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Terry D. McCallister
President and Chief Operating Officer |
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349,493 |
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10,313 |
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Vincent L. Ammann, Jr.
Vice President and Chief Financial Officer |
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208,394 |
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6,149 |
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Adrian P. Chapman
Vice President-Operations, Regulatory
Affairs and Energy Acquisition of Washington Gas |
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201,881 |
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5,957 |
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Beverly J. Burke
Vice President and General Counsel |
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179,450 |
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5,295 |
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SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrants have duly
caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
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WGL Holdings, Inc.
and
Washington Gas Light Company
(Registrants)
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| Date: October 4, 2007 |
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Mark P. O’Flynn |
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Controller
(Principal Accounting Officer) |