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) – February 11, 2010 (February 8,
2010)
ALLETE,
Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
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1-3548
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41-0418150
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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30
West Superior Street
Duluth,
Minnesota 55802-2093
(Address
of principal executive offices, including zip code)
(218)
279-5000
(Registrant’s
telephone number, including area code)
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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¨
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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
5 – CORPORATE GOVERNANCE AND MANAGEMENT
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
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On
February 8, 2010, Donald J. Shippar, Chairman and Chief Executive Officer
of ALLETE, Inc. (the Company), announced his retirement, effective April
30, 2010. Mr. Shippar will continue as Chairman of ALLETE’s Board of
Directors (Board).
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(c)
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Also
on February 8, 2010, the Company announced that its Board selected Alan R.
Hodnik, current President of ALLETE, to succeed Mr. Shippar as the
Company’s Chief Executive Officer and President, effective May 1,
2010.
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Mr.
Hodnik, 50, joined the Company in 1982 and has held positions of increasing
responsibility in organizational development and business operations. He became
Vice President – MP Generation in 2005 and was named Senior Vice President of
Minnesota Power Operations in 2006. In 2007, Mr. Hodnik served as the Chief
Operating Officer of Minnesota Power when he gained the added responsibilities
of transmission and distribution operations and engineering services for all
aspects of the Company, including Superior, Water, Light and Power Company and
BNI Coal, Ltd. He was appointed President of the Company and elected to the
Board of Directors in May 2009.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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99 -
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ALLETE
News Release dated February 8, 2010, announcing the retirement of CEO
Donald J. Shippar and selection of Alan R. Hodnik as CEO of ALLETE. (This exhibit has been
furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such
filing.)
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Readers
are cautioned that forward-looking statements should be read in conjunction with
ALLETE’s disclosures under the heading: “SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995” located on page 2 of this Form
8-K.
1
ALLETE Form 8-K dated February 11, 2010
Safe
Harbor Statement
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this report that are not statements of historical facts may be considered
“forward-looking” and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Although such
forward-looking statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. Any statements that express, or involve discussions as to, future
expectations, risks, beliefs, plans, objectives, assumptions, events,
uncertainties, financial performance or growth strategies (often, but not
always, through the use of words or phrases such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “projects,” “will likely result,”
“will continue,” “could,” “may,” “potential,” “target,” “outlook” or words of
similar meaning) are not statements of historical facts and may be
forward-looking.
In
connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, we are hereby filing cautionary statements identifying
important factors that could cause our actual results to differ materially from
those projected, or expectations suggested, in forward-looking statements made
by or on behalf of ALLETE in this Current Report on Form 8-K, in presentations,
on our website, in response to questions or otherwise. These statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors, in addition to any assumptions and other factors
referred to specifically in connection with such forward-looking
statements:
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·
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our
ability to successfully implement our strategic
objectives;
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our
ability to manage expansion and integrate acquisitions;
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·
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prevailing
governmental policies, regulatory actions, and legislation including those
of the United States Congress, state legislatures, the FERC, the MPUC, the
PSCW, the NDPSC, and various local and county regulators, and city
administrators, about allowed rates of return, financings, industry and
rate structure, acquisition and disposal of assets and facilities, real
estate development, operation and construction of plant facilities,
recovery of purchased power, capital investments and other expenses,
present or prospective wholesale and retail competition (including but not
limited to transmission costs), zoning and permitting of land held for
resale and environmental matters;
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·
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the
potential impacts of climate change and future regulation to restrict the
emissions of GHG on our Regulated Operations;
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·
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effects
of restructuring initiatives in the electric industry;
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·
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economic
and geographic factors, including political and economic
risks;
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·
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changes
in and compliance with laws and regulations;
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weather
conditions;
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·
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natural
disasters and pandemic diseases;
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·
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war
and acts of terrorism;
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wholesale
power market conditions;
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population
growth rates and demographic patterns;
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·
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effects
of competition, including competition for retail and wholesale
customers;
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·
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changes
in the real estate market;
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pricing
and transportation of commodities;
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changes
in tax rates or policies or in rates of inflation;
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project
delays or changes in project costs;
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availability
and management of construction
materials and skilled construction labor for capital
projects;
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changes
in operating expenses, capital and land
development expenditures;
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global
and domestic economic conditions affecting us or our
customers;
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our
ability to access capital markets and bank financing;
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changes
in interest rates and the performance of the financial
markets;
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·
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our
ability to replace a mature workforce and retain qualified, skilled and
experienced personnel; and
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·
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the
outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
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Additional
disclosures regarding factors that could cause our results and performance to
differ from results or performance anticipated by this report are discussed in
Item 1A under the heading “Risk Factors” beginning on page 20 of our 2008
Form 10-K. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for
management to predict all of these factors, nor can it assess the impact of each
of these factors on the businesses of ALLETE or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statement. Readers are urged to carefully
review and consider the various disclosures made by us in this Form 8-K and in
our other reports filed with the SEC that attempt to advise interested parties
of the factors that may affect our business.
2
ALLETE Form 8-K dated February 11, 2010
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 thereunto
duly authorized.
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ALLETE,
Inc.
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February
11, 2010
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/s/
Steven Q. DeVinck
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Steven
Q. DeVinck
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Controller
and Vice President – Business Support
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3
ALLETE Form 8-K dated February 11, 2010
 NEWS
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Exhibit
99
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For
Release:
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February
8, 2010
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Contact:
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Amy
Rutledge
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Communications
Manager
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218-723-7400
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218-348-2961
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arutledge@mnpower.com
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Investor
Contact:
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Tim
Thorp
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218-723-3953
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tthorp@allete.com
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ALLETE
CEO Don Shippar announces retirement;
Alan
R. Hodnik named successor
Duluth,
Minn. — ALLETE, Inc. (NYSE:ALE) announced today that after 33 years with the
company, ALLETE Chairman and Chief Executive Officer Don Shippar will retire
effective April 30, 2010. The company’s board of directors today selected Alan
R. Hodnik, current president of ALLETE, to succeed Shippar as the company’s CEO,
effective May 1, 2010. Shippar will continue as chairman of ALLETE’s
board of directors.
Shippar’s
retirement culminates a successful career highlighted by key accomplishments and
strong leadership. As CEO, Shippar oversaw an aggressive utility
capital investment program that supported significant emission reduction
projects at Minnesota Power’s generation centers in northeastern Minnesota along
with renewable wind projects in North Dakota and Minnesota. Shippar
also led the successful acquisition of a strategic direct current interstate
transmission line to transport additional wind energy to the region and a
significant investment in the American Transmission Company (ATC).
Hodnik,
50, brings 28 years of utility experience to his new role as ALLETE CEO. A
graduate of the University of Minnesota, Hodnik joined Minnesota Power in 1982
and moved up in the ranks to take on leadership positions within the company,
including Leader of ALLETE’s Organizational Development Team, Vice President of
Generation Operations and Senior Vice President of Minnesota Power
Operations.
In 2007,
Hodnik was named Minnesota Power’s Chief Operating Officer and led transmission,
distribution, generation and engineering for all aspects of the company as well
as for Superior Water Light and Power and BNI Coal. He was promoted to ALLETE
President and elected to the board of directors in May of 2009. Hodnik serves on
the Lignite Energy Council and the Edison Electric Institute’s Energy Supply
Advisory Committee. He also serves on the Boards of Directors of SMDC Health
System and the Area Partnership for Economic Expansion (APEX). A native of
Aurora, Minn., Hodnik served as its mayor from 1988 to 1997. He has been a
member of state and regional task forces throughout his career while maintaining
strong working relationships with business, organized labor, political and
education leaders in northeastern Minnesota.
“Don has
been an exemplary leader,” said Bruce Stender, lead director of the ALLETE
board. “His forward
looking strategic vision and creation of a senior leadership development program
has set the stage for continued success and growth for ALLETE. The board has
been actively engaged in succession planning and has worked closely with Don
over the past 18 months to ensure a seamless leadership transition. Al’s utility
experience and expertise in operational, organizational and strategic planning
make him a natural choice as successor to the position.”
Shippar,
60, began his career with ALLETE’s regulated utility, Minnesota Power, in 1976
in the Telecommunications Department. During the next 20 years he held
increasingly responsible leadership roles in Human Resources and Transmission
& Distribution before being appointed Chief Operating Officer of Minnesota
Power in 2000.
In 2002,
his role expanded to that of Minnesota Power President and COO. In 2004, Shippar
was named President and CEO of ALLETE and became chairman of the board in
2006.
Shippar
has been actively involved in professional organizations serving leadership
roles in the Edison Electric Institute, the Association of Edison’s Illuminating
Companies and the Lignite Energy Council. His civic involvement
includes the Minnesota Power Foundation, St. Luke’s Foundation, and the College
of St. Scholastica Board of Trustees, the University of Wisconsin-Superior
Foundation and United Way.
“Over the
past 30 years I’ve seen the electric industry undergo a dynamic transformation
and witnessed major milestones in our own company’s history, including the
celebration of Minnesota Power’s centennial,” Shippar said. “I’m proud of the
contributions I’ve been a part of representing our company within our
communities, region and industry. I’m proud of our employees and their
commitment to meeting challenges and adapting to a new energy landscape. I have
had the privilege to work with a dedicated management team as well as a talented
and very supportive board of directors.”
“ALLETE,
its stakeholders and our industry have benefited enormously from Don Shippar’s
vision, values and principle-centered leadership style,” said Hodnik. “While he
will be greatly missed, he leaves a considerable legacy and an organization
prepared for future growth and committed to delivering successful
results.”
“ALLETE
has a rich history, a long-standing commitment to excellence and long-term
growth prospects. It is truly an honor to work closely with our board of
directors and lead this company into the future,” said Hodnik. “Energy is our
business and through the experience and innovation of our talented employees we
will tap into the opportunities afforded by these transformational times to the
mutual benefit of customers, communities and shareholders.”
“With his
strong leadership style, ability to connect with people, and strategic and
operations expertise, I have every confidence that Al and his management team
will successfully lead this company and continue to deliver long-term value to
our customers and shareholders,” said Shippar.
Shippar
and his wife Pat make their home in Superior, Wisconsin.
Hodnik
and his wife Erika reside in Hermantown, Minnesota.
Based in
Duluth, Minn., ALLETE (NYSE:ALE) provides regulated energy services
in Minnesota and Wisconsin, has an equity investment in the American
Transmission Company, and owns BNI Coal in North Dakota and ALLETE Properties in
Florida. More information about the company is available at
www.allete.com
The
statements contained in this release and statements that ALLETE may make orally
in connection with this release that are not historical facts, are
forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties and investors are directed to the risks
discussed in documents filed by ALLETE with the Securities and Exchange
Commission.
###
This
exhibit has been furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such
filing.