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): February 26, 2009
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PEPCO
HOLDINGS, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-31403
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52-2297449
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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701
Ninth Street, N.W., Washington, DC
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20068
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(202)
872-3526
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Pepco
Holdings, Inc.
Form
8-K
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain
Officers.
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Election
of Joseph M. Rigby as Chief Executive Officer
On February 26, 2009, Joseph M. Rigby,
age 52, currently President and Chief Operating Officer of Pepco Holdings, Inc.
(the “Company”), was elected, effective March 1, 2009, to the position of Chief
Executive Officer. He will continue in the position of President of
the Company. Mr. Rigby succeeds Dennis R. Wraase as Chief
Executive Officer of the Company. Mr. Wraase will continue to be
Chairman of the Company until his successor is chosen at the annual meeting of
shareholders scheduled to be held on May 15, 2009. Mr. Wraase
will retire on June 1, 2009.
Prior to becoming President of the
Company in March 2008, Mr. Rigby was Executive Vice President of the Company
from September 2007. He also served as Chief Operating Officer since
September 2007. Mr. Rigby was Senior Vice President of the Company
from August 2002 and Chief Financial Officer from May 2004. Since
September 2007, Mr. Rigby, also has served as President and Chief Executive
Officer of the Company’s subsidiaries, Atlantic City Electric Company ("ACE"),
Delmarva Power & Light Company (“DPL”) and Potomac Electric Power Company
(“Pepco”). He served as the President of ACE from July 2001
until May 2004, and Chief Executive Officer of ACE from August 2002 until May
2004, and as President of DPL from August 2002 until May 2004. He
will resign as an officer of ACE, DPL and Pepco effective February 28,
2009, but will serve as Chairman of the Board of each company, effective March
1, 2009.
In connection with his election as
Chief Executive Officer, Mr. Rigby’s base salary will increase, effective
March 1, 2009, to $820,000. Under the Company’s incentive
compensation plans, the target level of an executive’s incentive award
opportunity is a percentage of the executive’s salary that varies according to
the executive’s position. As the result of his election as Chief
Executive Officer and his salary increase, (i) Mr. Rigby’s award
opportunity for 2009 under the Executive Incentive Compensation Plan (the
“EICP”), the Company’s annual executive incentive compensation plan, has
increased from 60% of his annual salary to 100% of his annual salary for the
period subsequent to the effective date of his election, (ii) his performance
shares award opportunity for the 2009-2011 performance cycle under the
Long-Term Incentive Plan (the “LTIP”) has increased from 100% of his annual
salary to 200% of his annual salary for the period subsequent to the
effective date of his election and (iii) his 2009 restricted stock award under
the LTIP, which is subject to forfeiture (subject to certain exceptions) if his
employment terminates prior to the third anniversary of the award, has
increased from 12,759 shares to 29,277 shares.
Election
of Anthony J. Kamerick as Senior Vice President and Chief Regulatory
Officer
On February 26, 2009,
Anthony J. Kamerick, age 61, a named executive officer, was elected to the
position of Senior Vice President and Chief Regulatory Officer of the Company
effective March 1, 2009. Mr. Kamerick was Vice President
and Treasurer of the Company from August 1, 2002 until February 28,
2009.
2
Pepco
Holdings, Inc.
Form
8-K
In connection with his election to
these new positions, Mr. Kamerick’s annual salary will increase, effective
March 1, 2009, to $320,000. As the result of his election as
Senior Vice President and his salary increase, (i)
Mr. Kamerick’s performance shares award opportunity for the 2009-2011
performance cycle under the Long-Term Incentive Plan has increased from 50% of
his annual salary to 70% of his annual salary for the period subsequent to
the effective date of his election and (ii) his 2009 restricted stock award
under the LTIP, which is subject to forfeiture (subject to certain exceptions)
if his employment terminates prior to the third anniversary of the award, has
been increased from 2,920 shares to 3,999 shares. Mr.
Kamerick’s award opportunity for 2009 under the EICP remains at 50% of his
annual salary.
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.
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PEPCO
HOLDINGS, INC.
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(Registrant)
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Date:
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February
27, 2009
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/s/
DENNIS R. WRAASE
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Name: Dennis
R. Wraase
Title: Chairman
and
Chief
Executive Officer
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