(Exact name of registrant as specified in its charter)

 

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):

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c))

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its March 24, 2014 meeting, the Compensation and Executive Development Committee of the Board of Directors of UIL Holdings Corporation (UIL Holdings) approved, among other actions, the following:

1.

The target levels for annual incentive awards for 2014 performance pursuant to the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan (the 2008 Plan) and the 2014 UIL Holdings Corporation Senior Executive Incentive Compensation Program to James P. Torgerson, Richard J. Nicholas, Linda L. Randell, John J. Prete and Steven P. Favuzza.  The annual incentive awards, which are equal to 100%, 55%, 50%, 45% and 35%, respectively, of such executives’ annual base salary, are payable in cash in 2015 if corporate performance goals are achieved at target related to (a) net income of UIL Holdings, (b) capital project execution (c) business growth and (d) reliability, operational and safety metrics of UIL Holdings’ regulated subsidiaries.

2.

The long-term incentive grants under the 2008 Plan, as detailed below:

 

Name	Position	Target Number of Performance Shares Granted
James P. Torgerson	President and Chief Executive Officer	44,610
Richard J. Nicholas	Executive Vice President and Chief Financial Officer	13,790
Linda L. Randell	Senior Vice President & General Counsel	9,080
John J. Prete	Senior Vice President of Electric Operations	6,800
Steven P. Favuzza	Vice President and Controller	3,360

In general, the performance shares granted vest at the end of the three-year period ending December 31, 2016.  The issuance of shares of UIL Holdings’ common stock upon vesting of the performance shares, if any, will be based upon the achievement of goals relating to UIL Holdings’ total shareholder return and net income over the three-year period ending December 31, 2016.  For the executives listed above, the actual number of  shares of UIL Holdings’ common stock issued in connection with the foregoing grants will be based on the level of performance achieved, but shall not exceed 116,460 shares in the aggregate for such executives.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

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