longtermcomp.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) March 27,
2008
Dominion
Resources, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
001-08489
(Commission
File
Number)
|
54-1229715
(IRS
Employer
Identification
No.)
|
|
120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23219
(Zip
Code)
|
Registrant’s Telephone Number,
Including Area Code (804) 819-2000
(Former
Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2.
below):
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 Arrangement of Certain
Officers.
On March
27, 2008, the Dominion Resources, Inc. (Dominion) Compensation, Governance and
Nominating (CGN) Committee approved the 2008 Long-Term Compensation Program (the
“Program”) for its officers, including those officers named in Dominion’s 2008
Proxy Statement. The Program is being awarded pursuant to Dominion’s
2005 Incentive Compensation Plan and consists of two components of equal value:
a restricted stock grant and a cash-based performance grant. The restricted
stock is subject to a three-year cliff vesting period, while payout of the
performance grant will be based on the achievement of three performance metrics:
total shareholder return versus the 2008 peer group (weighted 50%), return on
invested capital (weighted 40%) and book value per share (weighted
10%). Payout on the performance grant will be made by March 15, 2010,
with the amount of the award to vary depending on the level of achievement of
the performance metrics.
The
description of the Program is a summary only and is qualified by reference to
the form of 2008 Restricted Stock Award Agreement and 2008 Performance Grant
Plan, which are filed as Exhibits 10.1 and 10.2, respectively.
Also on
March 27, 2008, the CGN Committee approved an additional award of 24,486 shares
of restricted stock to Thomas N. Chewning, Executive Vice President and Chief
Financial Officer. The restricted stock award was made on April 1,
2008 pursuant to Dominion’s 2005 Incentive Compensation Plan. The
restricted shares are subject to a two-year cliff vesting with all shares
vesting on April 1, 2010 (the Vesting Date). Vesting of the shares
may accelerate fully or on a pro-rated basis upon the occurrence of certain
events as outlined in the restricted stock award.
This
description of the restricted stock award is a summary only and is qualified by
reference to the Restricted Stock Award Agreement, which is filed as Exhibit
10.3.
Item
9.01 Financial Statements and Exhibits
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Exhibit
|
|
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10.1
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Form
of 2008 Restricted Stock Award Agreement
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10.2
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2008
Performance Grant Plan
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10.3
|
Restricted
Stock Award Agreement for Thomas N.
Chewning
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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.
|
DOMINION
RESOURCES, INC.
Registrant
|
|
|
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/s/
Carter M. Reid
|
|
Carter
M. Reid
Vice
President – Governance and Corporate Secretary
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|
|
Date: April
2, 2008