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
Date
of
Report (Date of earliest event reported): July 22, 2005
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Commission
File
Number
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Registrant;
State of Incorporation;
Address
and Telephone Number
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IRS
Employer
Identification
No.
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1-11459
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PPL
Corporation
(Exact
name of Registrant as specified in its charter)
(Pennsylvania)
Two
North Ninth Street
Allentown,
PA 18101-1179
(610)
774-5151
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23-2758192
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Section
1 - Registrant's Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
As
a
result of his promotion discussed under Item 5.02 below, the compensation
arrangements of James H. Miller will change as described in that Item.
Section
5 - Corporate Governance and Management
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On
July
22, 2005, the Board of Directors of PPL Corporation ("PPL") elected James
H.
Miller, PPL?s current Executive Vice President and Chief Operating Officer,
as
President and Chief Operating Officer and a director of PPL, effective August
1,
2005. William F. Hecht, who has served as PPL?s president since 1991, will
continue to serve as PPL?s chairman and chief executive officer.
In
addition, the Board of Directors elected Craig A. Rogerson and Keith H.
Williamson to the Board of Directors, effective September 1, 2005. Mr. Rogerson
is the president and chief executive officer of Hercules Incorporated, a
specialty chemical company headquartered in Wilmington, Delaware. Mr. Williamson
is the president of the Capital Services Division of Pitney Bowes Inc., the
commercial financing division of Pitney Bowes, headquartered in Stamford,
Connecticut.
Mr.
Miller will join the class of directors whose terms expire in April 2006,
Mr.
Rogerson will join the class of directors whose terms expire in April 2007,
and
Mr. Williamson will join the class of directors whose terms expire in April
2008. As a result of the election of Messrs. Miller, Rogerson and
Williamson,
there
will be twelve members of PPL?s Board of Directors, nine of whom (including
Messrs. Rogerson and Williamson) are independent, outside directors. The
Board
of Directors will consist of three classes: four directors whose terms expire
in
April 2006, four directors whose terms expire in April 2007 and four directors
whose terms expire in April 2008. The
Board
committee assignments for Messrs. Rogerson and Williamson have not yet been
determined. At this time, Mr. Miller is not expected to serve on any Board
committees.
In
connection with his promotion to President and Chief Operating Officer, Mr.
Miller?s base salary for 2005 was increased from $630,000 to $750,000, and
his
award target for purposes of determining his short-term incentive cash award
for
2005 performance was increased from 65% to 75% of his base salary.
Mr.
Miller was already a "named executive officer" (as defined in Item 402(a)(3)
of
Regulation S-K) of PPL prior to his promotion. The biographical information
required under Item 401(b), (d) and (e) of Regulation S-K and the information
required under Item 404(a) of Regulation S-K is included in Items 4 and 13
of
PPL?s Annual Report on Form 10-K for the year ended December 31, 2004 (the
"2004
10-K") on file with the Securities and Exchange Commission (the "SEC"), and
information concerning Mr. Miller?s compensation arrangements with PPL (prior
to
the changes referenced above) is provided in PPL?s 2005 Notice of Annual
Meeting
and Proxy Statement on file with the SEC and Exhibit 10(gg) to the 2004
10-K.
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.
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PPL
CORPORATION
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By:
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/s/
James E. Abel
James
E. Abel
Vice
President - Finance and Treasurer
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Dated: July
27,
2005