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): February 12, 2009
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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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:
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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
During its February 12, 2009 public
meeting, the TVA Board of Directors approved the following changes to TVA’s
compensation programs for fiscal year (“FY”) 2009 and FY 2010, including the
compensation of those who were listed as named executive officers in TVA’s
Annual Report on Form 10-K filed on December 16, 2008 (“Named Executive
Officers”), in response to the challenges facing TVA in connection with the
economic conditions. The announced changes affect the Named Executive
Officers in the following manner:
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•
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The
Chief Executive Officer (“CEO”) will not receive any payout under either
the Executive Annual Incentive Plan (“EAIP”) or the Executive Long-Term
Incentive Plan for the performance cycle ending in FY
2009.
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•
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The
Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”)
will not receive any EAIP payout for FY
2009.
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•
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There
will be no salary adjustments for any of the Named Executive Officers
based on performance in FY 2009.
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•
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For
FY 2009, there will be no annual incentive pay linked to the achievement
of TVA’s overall corporate objectives identified in TVA’s Winning
Performance Balanced Scorecard. Thirty percent of each
employee’s annual incentive pay for FY 2009, including TVA’s other two
Named Executive Officers, had been linked to achieving these
objectives.
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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.
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Date:
February 19, 2009
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Tennessee
Valley Authority
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(Registrant)
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| /s/ Kimberly S. Greene | |
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Kimberly
S. Greene
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Chief
Financial Officer and Executive
Vice
President, Financial Services
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