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ITC > SEC Filings for ITC > Form 8-K on 20-May-2013All Recent SEC Filings

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Form 8-K for ITC HOLDINGS CORP.


20-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Executive Salary Adjustments

On May 14, 2013, the Compensation Committee (the "Committee") of the Board of Directors of ITC Holdings Corp. (the "Company") approved changes to the base salaries of the Company's "named executive officers," as defined in the Company's most recent annual meeting proxy statement, effective immediately. The changes were as follows:

Name                                Title                    Prior Salary      New Salary
Joseph L. Welch      President and Chief Executive
                     Officer                                $      946,400    $    984,000
Linda H. Blair       Executive Vice President and Chief
                     Business Officer                       $      524,000    $    591,000
Cameron M. Bready    Executive Vice President and Chief
                     Financial Officer                      $      504,000    $    569,000
Jon E. Jipping       Executive Vice President and Chief
                     Operating Officer                      $      464,000    $    483,000
Daniel J. Oginsky    Senior Vice President and General
                     Counsel                                $      325,000    $    385,000

Approval of Bonuses

On May 14, 2013, the Committee approved payment of discretionary cash bonuses to substantially all of the Company's employees, including its named executive officers, in connection with the Hugo to Valliant transmission line project being placed into service. The estimated amounts of the cash bonuses payable to the named executive officers are set forth in the table below. As in past years, the final bonus amounts for all recipients will be determined immediately prior to the time of payment by dividing the discretionary bonus pool proportionately among the recipients based upon their respective shares of the 2013 annual corporate performance bonus pool. Final bonus amounts for the named executive officers will be disclosed in the Company's 2014 annual meeting proxy statement.

Name                                       Title                            Bonus
Joseph L. Welch     President and Chief Executive Officer                  $ 41,341
Linda H. Blair      Executive Vice President and Chief Business Officer    $ 18,312
Cameron M. Bready   Executive Vice President and Chief Financial Officer   $ 17,613
Jon E. Jipping      Executive Vice President and Chief Operating Officer   $ 16,215
Daniel J. Oginsky   Senior Vice President and General Counsel              $ 11,357

Amendment to Executive Supplemental Retirement Plan

On May 14, 2013, the Committee approved an amendment to the Company's Executive Supplemental Retirement Plan ("ESRP"), which provides notional account accruals similar to the cash balance component of the Company's qualified retirement plan to designated executives of the Company, including without limitation the named executive officers. The amendment addressed certain issues relating to the administration of the ESRP, including changes that provide the Committee with flexibility to make grants to participants of compensation credits and service credits and with respect to the timing of certain tax payments, all intended to allow it to ensure participants are treated fairly and consistently with the purpose of the ESRP.



Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Company's annual meeting of shareholders held on May 15, 2013, the shareholders (a) reelected all nine of the directors nominated for election,
(b) approved, by a non-binding vote, the compensation of the named executive officers, (c) ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ended December 31, 2013, and (d) approved a shareholder proposal regarding majority voting in the case of uncontested director elections. The following table sets forth the results of the voting at the meeting.

Nominee                          For       Withheld    Broker Non-Votes
Christopher H. Franklin       44,585,043     171,294          3,230,530
Edward G. Jepsen              44,456,581     299,756          3,230,530
William J. Museler            43,411,433   1,344,904          3,230,530
Hazel R. O'Leary              43,398,868   1,357,469          3,230,530
Thomas G. Stephens            38,801,232   5,955,105          3,230,530
Gordon Bennett Stewart, III   44,451,340     304,997          3,230,530
Lee C. Stewart                44,422,421     333,916          3,230,530
J.C. Watts, Jr.               43,325,810   1,430,527          3,230,530
Joseph L. Welch               43,876,158     880,179          3,230,530


Proposal                            For         Against       Abstain      Broker Non-Votes
Approval, by non-binding
vote, of compensation of
named executive officers         27,899,429    16,659,298       197,609           3,230,530




Proposal                            For         Against       Abstain      Broker Non-Votes
Ratification of appointment
of Deloitte & Touche LLP         47,208,847       738,194        39,826                  --




Proposal                            For         Against       Abstain      Broker Non-Votes
Shareholder proposal
regarding majority voting in
the case of uncontested
Director elections               33,269,842    11,354,232       132,262           3,230,530



Item 8.01 Other Events.

Declaration of Dividend

On May 15, 2013, the Board of Directors of the Company declared a quarterly cash dividend of $0.3775 per common share, payable on June 17, 2013 to shareholders of record on June 3, 2013.


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