form8k.htm
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): June 16, 2008
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Commission
File
Number
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Registrant;
State of Incorporation;
Address and Telephone
Number
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IRS
Employer
Identification
No.
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1-11459
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PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-2758192
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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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Election of
Director
On June
16, 2008, the Board of Directors (“Board”) of PPL Corporation (“PPL” or the
“Company”) elected Stuart E. Graham a director of the Company, effective July 1,
2008, for a term expiring at the Company’s Annual Meeting of Shareholders in
2010. No determination has yet been made as to the committees of the
Board on which Mr. Graham will or is expected to serve.
From 2002
until his retirement in April 2008, Mr. Graham served as President and Chief
Executive Officer of Skanska AB, a Sweden-based construction company engaged in
large-scale construction projects on a worldwide basis. From 2001 to
2002, Mr. Graham served as Executive Vice President and a member of the Senior
Executive Team of Skanska AB, responsible for business units in the United
States, United Kingdom, Hong Kong and South America.
Mr.
Graham is a member of the Board of Directors of Securitas AB, a provider of
security for businesses, listed on the Stockholm stock exchange. Mr.
Graham will also continue to serve as chairman of Skanska USA. Mr.
Graham is 62 years of age. There have been no related-person
transactions between the Company and Mr. Graham that were required either to be
approved under the Company’s related-person transaction policy or reported under
the Securities and Exchange Commission’s related-person transaction
rules.
In
accordance with a revision to the provisions of the standard annual retainer
paid to directors of the Company, adopted by the Board on June 16, 2008 (as more
fully described below), as compensation for his services as a director, Mr.
Graham will receive the standard annual retainer, pro rated for the portion
of 2008 that he serves as a director, of $141,400, of which $96,400 is
mandatorily allocated to a deferred stock account in the Company’s Directors
Deferred Compensation Plan (“DDCP”) and $45,000 of which is paid in
cash.
Change in Directors’
Compensation
On June
16, 2008, the Board revised the terms of the annual retainer paid to directors
for service on the Board. Prior to the effective date of this
revision, the annual retainer for each director is equal to (a) $110,000, of
which $65,000 is mandatorily allocated to a deferred stock account in the DDCP
and $45,000 is paid in cash, and (b) upon a director’s first-time election to
the Board, 7,000 deferred restricted stock units (“Special Stock Units”)
mandatorily allocated to the director’s deferred stock account in the
DDCP. Special Stock Units are subject to a five-year restriction period
and forfeiture in the event a director leaves the Board before the five-year
restriction period lapses.
Effective
June 16, 2008, the award of Special Stock Units to newly-elected directors is
eliminated and the annual retainer will be increased to $141,400, of which
$96,400 will be mandatorily allocated to the director’s deferred stock account
in the DDCP and $45,000 of which will be paid in cash. The new
retainer terms will be applicable (i) to all new directors, including Mr.
Graham, upon election, and (ii) to directors serving on June 16, 2008, beginning
on January 1 of the year immediately following the year in which the
restrictions on their Special Stock Units lapse.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure
On June
17, 2008, the Company issued a press release announcing Mr. Graham’s
election. A copy of that press release is furnished as Exhibit 99.1
to this Report.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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99.1-
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June
17, 2008 press release announcing the election of Stuart E. Graham as a
director of PPL Corporation effective July 1, 2008.
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SIGNATURE
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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PPL
CORPORATION
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By:
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/s/
J. Matt Simmons, Jr.
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J.
Matt Simmons, Jr.
Vice
President and Controller
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Dated: June
19, 2008