WEC WE 8-K

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 1, 2010

                                    

Commission

Registrant; State of Incorporation

IRS Employer

File Number

Address; and Telephone Number

Identification No.

           

                                 

                  

     

001-09057

          WISCONSIN ENERGY CORPORATION

39-1391525

 

                   (A Wisconsin Corporation)

 
 

                   231 West Michigan Street

 
 

                   P.O. Box 1331

 
 

                   Milwaukee, WI 53201

 
 

                  (414) 221-2345

 
     

001-01245

      WISCONSIN ELECTRIC POWER COMPANY

39-0476280

 

                   (A Wisconsin Corporation)

 
 

                   231 West Michigan Street

 
 

                   P.O. Box 2046

 
 

                   Milwaukee, WI 53201

 
 

                  (414) 221-2345

 
     
 

 

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))





WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
                                    

 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Performance Measures

On December 1, 2010, pursuant to the terms of the Short-Term Performance Plan of Wisconsin Energy Corporation amended and restated effective as of January 1, 2010 (the "STPP"), the Compensation Committee of Wisconsin Energy Corporation's Board of Directors (the "Compensation Committee") established overall performance goals for the upcoming 2011 plan year. In general, the 2011 annual incentive under the STPP will be dependent upon financial achievement determined by Wisconsin Energy's performance against a target for earnings from continuing operations, which will be established in the near future. In addition to Wisconsin Energy's target for earnings from continuing operations, officers and employees whose positions principally relate to utility operations are also measured against targets for the aggregate net income of Wisconsin Electric Power Company and Wisconsin Gas LLC, subsidiaries of Wisconsin Energy. Awards can be increased or decreased by up to 10% based upon Wisconsin Energy's performance in the operational areas of customer satisfaction (5%), supplier and workforce diversity (2.5%) and safety (2.5%).

The Compensation Committee also determined that, for 2011, the short-term dividend equivalents awarded under the STPP will vest at the end of 2011 if Wisconsin Energy achieves the performance target for earnings from continuing operations, which will be established in the near future.

Other Matters

Attached as Exhibit 10.1 are the terms and conditions of restricted stock awards that may be granted under the 1993 Omnibus Stock Incentive Plan, approved by the Compensation Committee on December 1, 2010.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

                          10 Material Contracts

10.1 Terms and Conditions Governing Restricted Stock Awards under the 1993 Omnibus Stock Incentive Plan, approved December 1, 2010.

 

 





SIGNATURES

   
   

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has

duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
   
   
 

WISCONSIN ENERGY CORPORATION

 

  (Registrant)

   
 

/s/ STEPHEN P. DICKSON                                      

Date: December 7, 2010

Stephen P. Dickson - Vice President and Controller

   
   
 

WISCONSIN ELECTRIC POWER COMPANY

 

  (Registrant)

   
 

/s/ STEPHEN P. DICKSON                                      

Date: December 7, 2010

Stephen P. Dickson - Vice President and Controller