UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13, 15(d), or 37 of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 19, 2008
TENNESSEE
VALLEY AUTHORITY
(Exact
name of registrant as specified in its charter)
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A
corporate agency of the United States created by an act of
Congress
(State
or other jurisdiction of incorporation or organization)
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000-52313
(Commission
file number)
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62-0474417
(IRS
Employer Identification No.)
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||
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400
W. Summit Hill Drive
Knoxville,
Tennessee
(Address
of principal executive offices)
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37902
(Zip
Code)
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(865) 632-2101
(Registrant’s
telephone number, including area code)
None
(Former
name or former address, if changed since last report)
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:
[ ] 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))
(1)
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At its
May 19, 2008 public meeting, the TVA Board of Directors (the “Board”) revised
the previously approved performance measures for TVA’s Executive Long-Term
Incentive Plan (the “ELTIP”) and established the goals associated with those
performance measures for current and future performance
cycles. Certain TVA executives in critical positions, including the
named executive officers described in TVA’s Annual Report for the period ended
September 30, 2007, filed on Form 10-K on December 12, 2007, as amended by TVA’s
Form 10-K/A filed on December 21, 2007, participate in the
ELTIP. Executives in critical positions are those who make decisions
that impact TVA’s long-term strategic and operational objectives. The
ELTIP is designed to encourage and reward executives in critical positions for
their contributions to achieving TVA’s long-term financial and operational
goals.
The
Board’s actions revised the previously approved delivered cost of power
performance measure to a retail rates performance measure and left unchanged the
previously approved connection point interruptions performance measure resulting
in the following as the ELTIP performance measures:
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•
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Retail
rates (the rates that those who use TVA power pay for electricity),
and
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•
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Connection
point interruptions (the number of interruptions of power at connection
points caused by TVA’s transmission
system).
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The goals
associated with the above performance measures will generally be based upon a
comparison of TVA’s performance to the performance of utilities in a peer group
of regional utilities with annual revenues greater than $3
billion. Rolling three-year target comparisons for benchmarks will be
utilized. The three goals for the retail rates performance measure
are as follows:
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•
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The
threshold goal will be based on improvement over the last performance
cycle,
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•
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The
target goal is TVA ranking at or above the 75th percentile of the peer
group utilities’ benchmark performance,
and
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•
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The
stretch performance goal is TVA ranking at or above the 90th percentile of
the peer group utilities’ benchmark
performance.
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The goals
for connection point interruptions performance measure are as
follows:
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•
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The
target goal (which will also serve as the threshold goal that must be met
before there is any incentive payment under this measure) is TVA ranking
at or above the 75th percentile of the peer group utilities’ benchmark
performance, and
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•
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The
stretch performance goal is TVA ranking at or above the 90th percentile of
the peer group utilities’ benchmark
performance.
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Additionally,
the Board reserved discretion to review results and peer group comparisons at
the end of each performance cycle and to approve adjustments in payouts, if
appropriate, given the circumstances.
With its
actions, the Board finalized the process for how payouts will be determined
under the ELTIP.
(2)
Item
8.01 Other Matters
Changes
to the Bylaws of the Tennessee Valley Authority
On May
19, 2008, the TVA Board changed TVA’s Bylaws to eliminate specific references to
a governance committee.
• The first
sentence of section 2.1 of the Bylaws previously read:
There
shall, as a minimum, be an audit committee of Board members as required by
Section 2(g)(1)(I) of the TVA Act and a governance committee of Board
members.
It now
reads:
There
shall, as a minimum, be an audit committee of Board members as required by
Section 2(g)(1)(I) of the TVA Act.
• The
third sentence of section 2.1 of the Bylaws previously read:
The Chairman of the Board, in consultation with the Chairman of the governance
committee, shall appoint Board members to serve on each committee.
It
now reads:
The Chairman of the Board, in consultation with the Chairman of the committee
assigned oversight responsibility for the governance function, shall
appoint Board members to serve on each committee.
The
references to a governance committee described above were removed from the
Bylaws because the governance committee was consolidated along with the Audit
and Ethics Committee into a committee named the Audit, Governance, and Ethics
Committee.
A copy of
the Bylaws marked to reflect the amendments is filed as Exhibit
3.1.
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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3.1
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TVA’s
Bylaws adopted by the Board on May 18, 2006, as amended on April 3, 2008,
and May 19, 2008 (marked to reflect the May 19, 2008
amendments).
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(3)
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.
Tennessee
Valley Authority
(Registrant)
Date: May 23,
2008 /s/ Kimberly S.
Greene
Kimberly S. Greene
Chief Financial Officer and Executive
Vice President,
Financial Services
(4)
EXHIBIT
INDEX
Exhibit
3.1 is filed pursuant to Item 8.01 hereof.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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3.1
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TVA’s
Bylaws adopted by the Board on May 18, 2006, as amended on April 3, 2008,
and May 19, 2008 (marked to reflect the May 19, 2008
amendments).
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(5)