0001193125-16-493553.txt : 20160304 0001193125-16-493553.hdr.sgml : 20160304 20160304171731 ACCESSION NUMBER: 0001193125-16-493553 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160304 DATE AS OF CHANGE: 20160304 EFFECTIVENESS DATE: 20160304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUESTAR CORP CENTRAL INDEX KEY: 0000751652 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 870407509 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08796 FILM NUMBER: 161486171 BUSINESS ADDRESS: STREET 1: 333 SOUTH STATE STREET STREET 2: P.O. BOX 45433 CITY: SALT LAKE CITY STATE: UT ZIP: 84145-0433 BUSINESS PHONE: 8013245900 MAIL ADDRESS: STREET 1: 333 SOUTH STATE STREET STREET 2: P.O. BOX 45433 CITY: SALT LAKE CITY STATE: UT ZIP: 84145-0433 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION RESOURCES INC /VA/ CENTRAL INDEX KEY: 0000715957 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 541229715 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 120 TREDEGAR STREET CITY: RICHMOND STATE: VA ZIP: 23219 BUSINESS PHONE: 8048192000 MAIL ADDRESS: STREET 1: P. O. BOX 26532 CITY: RICHMOND STATE: VA ZIP: 23261 DFAN14A 1 d154496ddfan14a.htm DFAN14A DFAN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant ¨  Filed by a Party other than the Registrant x

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant to §240.14a-12

 

 

Questar Corporation

 

(Name of Registrant as Specified In Its Charter)

 

 

Dominion Resources, Inc.

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

 

  

 

  (2) Aggregate number of securities to which transaction applies:

 

 

  

 

  (3) Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

  

 

  (4) Proposed maximum aggregate value of the transaction:

 

 

  

 

  (5) Total fee paid:

 

 

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

 

  

 

  (2) Form, Schedule or Registration Statement No.:

 

 

  

 

  (3) Filing Party:

 

 

  

 

  (4) Date Filed:

 

 

  

 

 

New FAQs made available to Questar Corporation employees by Dominion Resources, Inc. regarding the merger transaction

March 4, 2016

Coming to Work at Dominion

(New) Can I apply to positions at Dominion now?

Yes. However, if you apply for jobs at Dominion now (and up to the close of the transaction), you will be treated as an external applicant. If you are the successful external applicant, you will begin your employment with Dominion as a new hire. Your start date, as well as all other Dominion New Hire benefits, will begin on your first day of employment with Dominion. Your years of service with Questar will not be recognized in this circumstance.

Benefits at Dominion (Time Off Work)

(New) How do the time off policies (sick, vacation and parental leave) work together when I have a baby?

The Family Medical Leave Act (FML) allows eligible individuals to take 12 weeks of unpaid leave for the birth of a child. Dominion allows that time to be paid in a few ways:

 

  1) The birth mother can use sick time for the time her doctor certifies – typically 6 weeks for a natural delivery and 8 weeks for a cesarean.

 

  2) Dominion also has a Parental Leave policy which allows for 3 additional weeks of pay – neither from your sick time or vacation time. Both mothers and fathers are eligible for this leave, including adoptive parents.

 

  3) Additionally, you can use vacation time to supplement pay during your FML.

Compensation at Dominion

(New) What can you tell us about the Dominion Annual Incentive Plan? What have the payouts been historically?

Individual employee payouts under the Annual Incentive Plan vary, depending on the employee’s goal package score. Goal packages are generally assigned at the department level. We apply a consistent formula to determine individual payouts:

(Plan Compensation*) X (Target Award %) X (Plan Funding %) X (Goal Package Score) = Award Payout

 

* Plan compensation for exempt employees is equivalent to the base salary. Plan compensation for non-exempt employees is based upon qualified earnings (base salary + overtime).

Dominion’s 2016 Annual Incentive Plan funding can range from 0% to a maximum of 200%. Funding is determined by the Compensation, Governance and Nominating (CGN) Committee of the Board of Directors in its discretion, taking into account Dominion’s earnings.

Over the last ten years, funding for the Dominion Annual Incentive Plan has ranged from 20% to 182%.

 

Year

   Payout     Year     Payout  
2006     103 %      2011        75 % 
2007     182 %      2012        60 % 
2008     157 %      2013        100 % 
2009     116 %      2014        100 % 
2010     134 %      2015        20 % 

As part of the agreement between Questar and Dominion, your annual bonus opportunities will be at least equal to your current target opportunity until the later of one year post-close or December 31, 2017.