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
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| Date of Report (Date of
earliest event reported): November 17, 2005 |
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Exact Name of Registrant as Specified in its Charter,
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Commission
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State of Incorporation, Address of Principal
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IRS Employer |
File Number
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Executive Offices and Telephone Number
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Identification No. |
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1-11607
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DTE Energy Company
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38-3217752 |
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(a Michigan corporation) |
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2000 2nd Avenue |
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Detroit, Michigan 48226-1279 |
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313-235-4000 |
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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:
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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On November 17, 2005, the Board of Directors of DTE Energy Company (the “Company”) approved the
Company’s 2006 non-employee director compensation which is the same as their approved 2005
compensation except for an increase in the number of shares of phantom stock to be awarded. The
2006 compensation arrangements are summarized below.
Non-employee directors will receive a cash retainer of $50,000 annually. In recognition of the
added duties, the chairperson of the Audit Committee will receive an additional $10,000 annually
and the chairpersons of all other committees will receive an additional $5,000 annually.
Non-employee directors also will receive $2,000 for each Board meeting attended and $1,000 for each
committee meeting attended.
Upon first election to the Board, each non-employee director will receive 1,000 shares of
time-based restricted stock under the Company’s Stock Incentive Plan, which shares will be subject
to three year vesting and forfeiture. For 2006, each non-employee director will receive 1,750
shares of vested phantom stock, an increase of 500 shares over what was approved for 2005, under
the Company’s Deferred Stock Compensation Plan for Non-Employee Directors, which shares will be
subject to three year deferral. In addition, the Company will pay the premiums on directors’ life
and travel accident insurance.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On November 17, 2005, Peter B. Oleksiak was elected by the Board of Directors of the Company
to the position of Controller, effective December 5, 2005. Prior to Mr. Oleksiak, Daniel G.
Brudzynski had served as Vice President and Controller for the Company since February 2001 and will
continue to serve as such until the effective date of Mr. Oleksiak’s election. For additional
information, please see DTE Energy’s press release dated November 23, 2005, attached as Exhibit
99.1.
Mr. Oleksiak, 39, joined The Detroit Edison Company, a wholly owned subsidiary of DTE Energy,
in May 1998 as Nuclear Generation Financial Controller. He was the DTE Energy Finance Lead for the
MCN implementation from October 1999 through December 2000 in preparation for DTE Energy’s merger
with MCN Energy Group in 2001. He was Group Controller for DTE Energy’s Energy Resources business
line from April 2000 through March 2005 and has served as Assistant Controller for DTE Energy
Company since March 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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99.1
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Press Release of DTE Energy Company dated November 23, 2005. |
Forward-Looking Statements:
This Form 8-K contains forward-looking statements that are subject to various assumptions, risks
and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section
in the Company’s 2004 Form 10-K (which section is incorporated by reference herein), and in
conjunction with other SEC reports filed by the Company that discuss important factors that could
cause the Company’s actual results to differ materially. The Company expressly disclaims any
current intention to update any forward-looking statements contained in this report as a result of
new information or future events or developments.