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): October 30, 2008
TENNESSEE
VALLEY AUTHORITY
(Exact
name of registrant as specified in its charter)
|
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
2.02 Results of Operations and Financial Condition.
At the October 30, 2008 public meeting
of the TVA Board of Directors (“Board”), TVA’s President and Chief Executive
Officer Tom Kilgore gave a presentation that, among other things, included
estimates of TVA’s financial results for fiscal year 2008, which ended September
30, 2008. Copies of the relevant materials used in Mr. Kilgore’s
presentation are furnished as Exhibit 99.1 to this Current Report, and can also
be found on TVA’s website at www.tva.com/finance.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At its October 30, 2008 public meeting,
the Board approved compensation for certain of TVA’s officers. When
combined with previously approved arrangements, the compensation packages for
TVA’s President and Chief Executive Officer, Chief Operating Officer, and Chief
Financial Officer and Executive Vice President, Financial Services for fiscal
year 2009 are as follow:
• President and Chief Executive
Officer Tom Kilgore
◊ A base
salary of $850,000
◊ Executive
Annual Incentive Plan (“EAIP”) opportunity of 100% of salary
◊ Executive
Long-Term Incentive Plan (“ELTIP”) opportunity of 150% of salary
◊ Long-term
deferred credit of $300,000
• Chief Operating Officer
William R. McCollum, Jr.
◊ A base
salary of $745,514
◊ EAIP
opportunity of 70% of salary
◊ ELTIP
opportunity of 100% of salary
◊ Long-term
deferred credit of $200,000
•
Chief Financial Officer and Executive Vice President, Financial Services
Kimberly S. Greene
◊ A base
salary of $525,000
◊ EAIP
opportunity of 70% of salary
◊ ELTIP
opportunity of 100% of salary
◊ Long-term
deferred credit of $150,000
(2)
On November 4, 2008, Mr. Kilgore
approved the following compensation for Ashok S. Bhatnagar, TVA’s Senior Vice
President of Nuclear Generation Development and Construction, and John M.
Hoskins, TVA’s Senior Vice President and Treasurer and former Interim Chief
Financial Officer.
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•
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Senior
Vice President of Nuclear Generation Development and Construction Ashok S.
Bhatnagar
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◊ A base
salary of $456,246
◊ EAIP
opportunity of 60% of salary
◊ ELTIP
opportunity of 50% of salary
◊ Long-term
deferred credit of $150,000
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•
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Senior
Vice President and Treasurer and former Interim Chief Financial Officer
John M. Hoskins
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◊ A base
salary of $272,000
◊ EAIP
opportunity of 40% of salary
◊ ELTIP
opportunity of 25% of salary
◊ Long-term
deferred credit of $60,000
Item
9.01 Financial Statements and Exhibits.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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99.1
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Materials
used in Mr. Kilgore’s October 30, 2008
presentation
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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.
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Tennessee
Valley Authority
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(Registrant)
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Date:
November 4, 2008
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/s/
Kimberly S. Greene
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Kimberly
S. Greene
Chief
Financial Officer and
Executive
Vice President, Financial Services
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(4)
EXHIBIT
INDEX
This exhibit is furnished pursuant to
Item 2.02 hereof and should not be deemed to be filed under the Exchange
Act.
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EXHIBIT
NO.
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DESCRIPTION
OF EXHIBIT
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99.1
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Materials
used in Mr. Kilgore’s October 30, 2008
presentation
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(5)