SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
December 6, 2012
The name and address of each registrant have not changed since the 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:
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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.
On December 6, 2012, 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 2013 plan year. In general, the 2013 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 2013, the short-term dividend equivalents awarded under the STPP will vest at the end of 2013 if Wisconsin Energy achieves the performance target for earnings from continuing operations, which will be established in the near future.