UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 27, 2015
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Commission File Number | Registrant; State of Incorporation Address; and Telephone Number | I.R.S. Employer Identification No. |
001-31303 | BLACK HILLS CORPORATION (A South Dakota Corporation) 625 Ninth Street Rapid City, South Dakota 57701 Telephone 605.721.1700 | 46-0458824 |
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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 (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 (17 CFR 240.14d-2(b))
¨ 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 January 27, 2015, Warren L. Robinson informed the Governance Committee of the Board of Directors that he will resign from the Board of Directors, effective with the Annual Meeting of Shareholders on April 28, 2015, due to personal health-related reasons and not as a result of any disagreement with the Company, the Board or management. Mr. Robinson also serves as Chair of the Audit Committee. The Board of Directors appointed Steven R. Mills, a current member of the Audit Committee, to be Chair of the Audit Committee, to be effective with Mr. Robinson’s resignation from the Board.
On January 28, 2015, the Board of Directors elected Linda K. Massman to the Board as a Director in Class III to serve until the 2015 Annual Meeting of Shareholders and will be a nominee for election at the 2015 Annual Meeting of Shareholders. Ms. Massman will serve on the Compensation Committee.
The Board of Directors also temporarily increased the size of the Board from 10 to 11 directors until the effective date of Mr. Robinson’s resignation to allow for a smooth transition in directors.
The press release is attached as Exhibit 99 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99 Press release dated January 29, 2015.
SIGNATURES
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.
BLACK HILLS CORPORATION, Registrant | |
By:/s/ Richard W. Kinzley | |
Richard W. Kinzley | |
Senior Vice President | |
and Chief Financial Officer | |
Date:January 29, 2015 | |
BLACK HILLS CORPORATION
Black Hills Corp. Announces Board of Director Changes
RAPID CITY, S.D. - Jan. 29, 2015 - Black Hills Corp. (NYSE: BKH) today announced changes in the composition of its board of directors.
Warren L. Robinson, director since 2007, informed the board that, for personal health-related reasons, he will resign from the board effective with the annual meeting of shareholders on April 28, 2015. Robinson’s previous service as a chief finance and accounting executive at a publicly traded energy company brought great value to the boardroom. During his tenure, he has been a member of the audit committee, serving as chairman of the committee since 2009. Steven R. Mills, a current member of the audit committee, has been appointed audit committee chairman to be effective with Robinson’s resignation.
The board elected Linda K. Massman to the company’s board of directors, effective immediately. She will serve on the compensation committee. Since 2013, Massman has held the positions of president and chief executive officer of Clearwater Paper Corporation (NYSE: CLW). Clearwater Paper is a premier supplier of private label tissue to major retailers and a producer of bleached paperboard. She previously served as president and chief operating officer since 2011 and the company’s chief financial officer beginning in 2008. Before joining Clearwater Paper, Massman was group vice president of finance and corporate planning for SUPERVALU Inc. She also worked previously as a business strategy consultant for Accenture. Massman earned a bachelor’s degree in business administration from the University of North Dakota and an MBA from Harvard University. She also serves on the American Forest & Paper Association board.
The board also temporarily increased the size of the board from 10 to 11 directors until the effective date of Robinson’s resignation to allow for a smooth transition in directors.
“We thank Warren for his service, contributions and friendship during his tenure on our board,” said David R. Emery, the company’s chairman, president, and chief executive officer. “His leadership and foresight were valuable to our operations and strategy.
“We also welcome Linda Massman to our board. Linda’s experience, knowledge, skills and expertise acquired as a director, chief executive officer and chief financial officer of a public company will add significant value to the board.”
Investor Relations: | ||
Jerome E. Nichols | 605-721-1171 | |
Media Contact: | ||
Jason Ketchum | 605-721-2209 | |
24-Hour Media Relations Line | 866-243-9002 | |
Black Hills Corporation
Black Hills Corp. (NYSE: BKH), a growth oriented, vertically integrated energy company with a tradition of exemplary service and a vision to be the energy partner of choice, is based in Rapid City, S.D. The company serves 777,000 natural gas and electric utility customers in Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. The company’s non-regulated businesses generate wholesale electricity and produce natural gas, oil and coal. Black Hills’ 1,948 employees partner to produce results that are improving life with energy. More information is available at www.blackhillscorp.com.
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