PEPCO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-31403
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52-2297449
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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701 Ninth Street, N.W., Washington, DC
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20068
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(202) 872-2000
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Not Applicable
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(Former name or former address, if changed since last report.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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·
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An annual base salary of $563,000.
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·
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Participation (i) the PHI Amended and Restated Annual Executive Incentive Compensation Plan, with a target award equal to 60% of annual base salary, and (ii) the PHI 2012 PHI Long-Term Incentive Plan, with target award equal to 125% of annual base salary.
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·
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Participation in the PHI Amended and Restated Change in Control / Severance Plan, under which Mr. Fitzgerald is entitled to (i) a severance payment in the amount equal to three times the sum of his (A) annual salary and (B) target annual bonus if his employment is terminated without cause or if he elects to terminate his employment for good reason within two years after a change in control and (ii) a severance payment equal to the sum of his (A) annual salary and (B) target annual bonus if his employment is terminated by PHI without cause or his employment is not continued after the end of the Extension Period.
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·
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Participation in a manner similar to other senior executives of the Company of comparable rank, in retirement plans, supplemental retirement plans, savings plans, deferred compensation plans, health, welfare and insurance plans, and other plans and programs provided by the Company from time to time for its senior executives of comparable rank.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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The following exhibit is filed herewith:
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Exhibit No.
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Description of Exhibit
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10
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Extension Agreement, dated as of September 11, 2015, by and between PHI and Kevin C. Fitzgerald
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PEPCO HOLDINGS, INC.
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(Registrant)
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Date:
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September 11, 2015
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/s/ FRED BOYLE
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Name: Frederick J. Boyle
Title: Senior Vice President
and Chief Financial Officer
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Exhibit No.
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Description of Exhibit
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10
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Extension Agreement, dated as of September 11, 2015, by and between PHI and Kevin C. Fitzgerald
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