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Section 1: 8-K (8-K)

Document
false0001130464 0001130464 2019-10-29 2019-10-29


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)
October 29, 2019

Black Hills Corporation
(Exact name of registrant as specified in its charter)
 
 
South Dakota
(State or other jurisdiction of incorporation)
 
 

001-31303
46-0458824
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
 

 
 
 
7001 Mount Rushmore Road
Rapid City
South Dakota
57702
(Address of principal executive offices)
(Zip Code)
 
 
 
 

(605)
721-1700
 
(Registrants telephone number, indicating area code)
 
 
 
 
Not Applicable
(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 (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
Soliciting materials 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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock of $1.00 par value
BKH
New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
 
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2019, Kathleen S. McAllister and Tony A. Jensen accepted the Board of Directors appointments to serve as Directors effective November 1, 2019. Ms. McAllister was appointed as a Class I Director, and Mr. Jensen was appointed as a Class III Director, both of whom will stand for election by shareholders at the 2020 Annual Meeting of Shareholders. The Board of Directors also temporarily increased the size of the Board from 10 to 12 directors, and expects to reduce the size of the Board back to 10 following the previously announced retirements of Mr. Emery and Mr. Zeller in connection with the 2020 Annual Meeting of Shareholders. The Board of Directors has not yet made a determination regarding any committee assignments for Ms. McAllister or Mr. Jensen. Ms. McAllister and Mr. Jensen will participate in the non-employee director compensation program described in the company’s proxy statement for the 2019 Annual Meeting of Shareholders.
    
The press release is attached as Exhibit 99 to this Form 8-K.


Item 9.01    Financial Statements and Exhibits.

(d)
Exhibits

Exhibit Number
Description
 
 
99
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101.*)



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


By: /s/ Brian G. Iverson    
Brian G. Iverson
Senior Vice President

Date: November 1, 2019



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Section 2: EX-99 (EXHIBIT 99)

Exhibit


400799080_bhcreadyorangeblacka03.jpg

Black Hills Corp. Announces Two New Appointments to Board of Directors

RAPID CITY, S.D. - Nov. 1, 2019 - Black Hills Corp. (NYSE: BKH) today announced the appointment of Tony A. Jensen and Kathleen S. McAllister to its board of directors, effective Nov. 1, 2019. In anticipation of previously announced future board retirements, the board also temporarily increased the size of the board from 10 to 12 directors.

“We are pleased to welcome Tony and Kathleen as new independent directors to the Black Hills board,” said David R. Emery, executive chairman of Black Hills Corporation. “They will add significant value to the board, contributing extensive leadership experience, knowledge and skills gained as senior leaders and board members of publicly traded companies.”

Jensen has served as president and CEO of Royal Gold, Inc. since 2006 and a director since 2004, and was previously president and chief operating officer. He started his career and spent more than 18 years with Placer Dome, Inc., where he held various roles in engineering and operations management, including managing their largest gold operating property. He has more than 35 years of experience in the mining and mining finance industries where he held progressively more responsible roles in engineering, finance, strategic growth and operations with a focus on efficiency, safety and environmental excellence. Jensen received a Bachelor of Science degree in mining engineering from South Dakota School of Mines and Technology and a Certificate of Finance from Golden Gate University.

McAllister served as the President and CEO of Transocean Partners, LLC until 2016, when she directed her energies to board work. She currently serves on boards of two companies, and most recently joined the board of Maersk Drilling (The Drilling Company of 1972 A/S), where she serves as Audit and Risk Chair. McAllister has more than 28 years of experience with diverse leadership roles, including CFO, Treasurer and Vice President of Finance, in global, capital intensive companies in the energy value chain. She has meaningful sector knowledge and depth of experience in tax and capital markets. She started her career in public accounting before moving on to leadership roles in information technology, tax, treasury and finance functions. McAllister received a Bachelor of Science degree in accounting from University of Houston-Clear Lake.

“Tony and Kathleen are joining the company at an exciting time,” said Linden “Linn” R. Evans, president and CEO of Black Hills. “Their contributions will be welcome as we advance our Ready to Serve commitment and execute our growth strategy.”

ABOUT BLACK HILLS CORP.
Black Hills Corp. (NYSE: BKH) is a customer-focused, growth-oriented utility company with a tradition of improving life with energy and a vision to be the energy partner of choice. Based in Rapid City, South Dakota, the company serves 1.27 million natural gas and electric utility customers in eight states: Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming. More information is available at www.blackhillscorp.com, www.blackhillscorp.com/corporateresponsibility and www.blackhillsenergy.com


Investor Relations:
 
Jerome E. Nichols
 
Phone
605-721-1171
Email
 
 
Media Contact:
 
24-hour Media Assistance
888-242-3969



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