UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 29, 2010
Commission | Exact name of registrant as specified in its charter | State of | I.R.S. Employer | ||||||||
File Number | and principal office address and telephone number | Incorporation | Identification No. | ||||||||
1-16163
|
WGL Holdings, Inc. | Virginia | 52-2210912 | ||||||||
101 Constitution Ave., N.W. | |||||||||||
Washington, D.C. 20080 | |||||||||||
(703) 750-2000 | |||||||||||
0-49807
|
Washington Gas Light Company | District of | 53-0162882 | ||||||||
101 Constitution Ave., N.W. | Columbia | ||||||||||
Washington, D.C. 20080 | and Virginia | ||||||||||
(703) 750-4440 | |||||||||||
Former name or former address, if changed since last report: None
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:
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 ARRANGEMENTS OF CERTAIN OFFICERS
On September 29, 2010, the Boards of Directors of the WGL Holdings, Inc. and its public utility
subsidiary, Washington Gas Light Company (Washington Gas), (together, the Companies), approved
a succession planning recommendation from the Human Resources Committee of the Companies and
adopted a resolution pursuant to which:
1) | Mr. William R. Ford was appointed Controller of the Companies effective October 1, 2010; and | ||
2) | Mr. Mark P. OFlynn, the former Controller of the Companies, will become Vice President-Finance of the Companies and will continue to report to Mr. Vincent L. Ammann, Jr., Vice President and Chief Financial Officer. |
Mr. Ford, age 55, has been with Washington Gas since June 2005 and has served as Assistant
Controller of the Companies since March 2009. Prior to joining Washington Gas, Mr. Ford was
Controller and Chief Accounting Officer with National Energy and Gas Transmission, Inc., a former
subsidiary of PG&E Corporation.
Effective October 1, 2010, in connection with his appointment as Controller of the Companies, Mr.
Ford became a participant in the Washington Gas Light Company Defined Contribution Supplemental
Executive Retirement Plan (the DC SERP), Washington Gas Light Company Defined Benefit Restoration
Plan (the DB Plan), and the WGL Holdings, Inc. and Washington Gas Light Company Change in Control
and Severance Plan for Certain Executives (the Change in Control Plan).
The DC SERP provides supplemental retirement benefits to executives and a select group of
management or highly compensated employees. The DB Restoration Plan provides supplemental retirement benefits to certain executives and other
highly compensated employees. The Change in Control Plan provides severance pay and, in some situations, vesting or payment of
long-term incentive awards, upon a change in control. Copies of the DC SERP and the DB Restoration Plan
which provide descriptions of the benefits available under each plan are attached to the Quarterly
Report on Form 10-Q previously filed with the Securities and Exchange Commission (the Commission) by Washington Gas Light Company on February 5,
2010. A copy of the Change in Control Plan which provides descriptions of its provisions is
attached to the Annual Report on Form 10-K previously filed with the Commission by Washington Gas Light Company on December 1, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly
caused this Report to be signed on their behalf by the undersigned hereunto duly authorized.
WGL Holdings, Inc. and Washington Gas Light Company (Registrants) |
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Date: October 4, 2010 | /s/ William R. Ford | |||
William R. Ford | ||||
Controller (Principal Accounting Officer) |
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