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): May 25, 2006
CH Energy Group, Inc.
(Exact name of registrant as specified in its charter)
NEW YORK 0-30512 14-1804460
State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
284 South Avenue, Poughkeepsie, New York 12601-4879
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (845) 452-2000
N/A
(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 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))
Item 1.01 Entry into a Material Definitive Agreement.
Board Compensation; Amendment to Deferred Compensation Plan
On May 25, 2006, after conducting its annual review of director
compensation, the Board of Directors of CH Energy Group, Inc. approved an
increase in the compensation paid to its non-employee directors. The Board
increased the compensation for non-employee directors, effective July 1, 2006,
from $50,000 in cash compensation and $50,000 in equity compensation, to $55,000
in cash compensation and $55,000 in equity compensation. The equity compensation
consists of phantom shares held under the terms of the Directors and Executives
Deferred Compensation Plan; the value of such phantom shares is determined on
the basis of the value of CH Energy Group, Inc. common stock. The increases will
be made pro rata for the remainder of 2006. The increase was based on
recommendations from the Compensation Committee, which analyzed external
benchmarking data provided by the Committee's independent compensation
consulting firm. The increase offers a compensation package that the Board
believes is comparable with other relevant public companies and serves to align
director and shareholder interests. The Directors and Executives Deferred
Compensation Plan has been amended to conform to the modifications discussed
above and the amendment is attached hereto as Exhibit 10(iii)(44).
A non-employee director also may elect to defer payment of all or part of
the cash compensation received as a director under the Company's Directors and
Executives Deferred Compensation Plan. If the director so elects, any deferred
cash compensation may be credited to a bookkeeping account of phantom shares,
whose value is tied to the value of CH Energy Group, Inc. common stock, or to
other non-CH Energy Group, Inc. investment options provided under the Directors
and Executives Deferred Compensation Plan. Compensation deferred in accordance
with the Directors and Executives Deferred Compensation Plan is paid to
directors (adjusted to reflect investment earnings and losses) at the time the
director ceases being a member of the Board of Directors, either in a lump sum
or over a period of time depending on the circumstances of cessation and/or
distribution elections.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
10(iii)(44) Amendment to CH Energy Group, Inc. Directors and Executives Deferred
Compensation Plan
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.
CH Energy Group, Inc.
Date: June 1, 2006
By: /s/ Donna S. Doyle
-----------------------------------------------
Name: Donna S. Doyle
Title: Vice President - Accounting and Controller
EXHIBIT INDEX
Exhibit No. Description
10(iii)(44) Amendment to CH Energy Group, Inc. Directors and Executives
Deferred Compensation Plan