Document

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): March 24, 2020

Commission File Number: 1-11607

DTE Energy Company



Michigan		38-3217752
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Registrant address of principal executive offices: One Energy Plaza, Detroit, Michigan 48226-1279

Registrant telephone number, including area code: (313) 235-4000

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))

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Exchange on which Registered
Common stock, without par value	DTE	New York Stock Exchange

2012 Series C 5.25% Junior Subordinated Debentures due 2062	DTQ	New York Stock Exchange

2016 Series B 5.375% Junior Subordinated Debentures due 2076	DTJ	New York Stock Exchange

2016 Series F 6.00% Junior Subordinated Debentures due 2076	DTY	New York Stock Exchange

2017 Series E 5.25% Junior Subordinated Debentures due 2077	DTW	New York Stock Exchange

6.50% Corporate Units	DTV	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under Exchange Act (17 CFR 240.12b-2).

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. ☐

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

On March 23, 2020, the Board of Directors of DTE Energy Company (the “Company” or “DTE Energy”) elected David S. Ruud, DTE Energy’s Senior Vice President, Corporate Strategy & Development, as Senior Vice President and Chief Financial Officer, effective May 4, 2020. Current Senior Vice President and Chief Financial Officer, Peter B. Oleksiak, has resigned as Senior Vice President and Chief Financial Officer effective May 3, 2020 pursuant to a Transition and Separation Agreement (the “Separation Agreement”), the terms of which are described below, but will remain with the Company through December 31, 2020 to assist in the transition. Mr. Ruud, 53, has served as Senior Vice President, Corporate Strategy & Development of DTE Energy since 2019, prior to which Mr. Ruud served as President of DTE’s Power and Industrial business since 2008.

Chief Financial Officer Compensation Arrangement

Effective May 4, 2020, Mr. Ruud will receive a $54,000 increase in base salary, but will no longer receive a $30,000 executive benefit allowance. In addition, his Annual Incentive Plan (“AIP”) target percentage will increase from 65% to 70%. Mr. Ruud’s Long-Term Incentive Plan (“LTIP”) target percentage will remain unchanged in 2020 but will increase from 115% to 180% beginning in 2021. More information about the AIP and LTIP may be found in the Company’s 2020 Proxy Statement.

Separation Agreement with Mr. Oleksiak

In connection with his resignation, Mr. Oleksiak entered into the Separation Agreement with the Company. Under the terms of the Separation Agreement, Mr. Oleksiak will continue serving, and be compensated at his current salary, as the Company’s Senior Vice President and Chief Financial Officer until May 3, 2020 (the “Transition Date”), on which date he will resign as a director, trustee or executive officer at the Company and any Company affiliate. Following the Transition Date, Mr. Oleksiak will serve as Senior Vice President/Special Advisor to the Company’s Chief Executive Officer until December 31, 2020 (the “Separation Date”), after which date Mr. Oleksiak will no longer be employed by the Company in any capacity. From the Transition Date through the Separation Date, Mr. Oleksiak will be paid an annual base salary of $250,000 and shall remain eligible to participate in the Company’s employee benefit plans. During the transition period, Mr. Oleksiak will transition his former duties and responsibilities to Mr. Ruud and such other business matters as may be reasonably requested.

Additionally, in consideration of Mr. Oleksiak’s general release of claims, Mr. Oleksiak will be paid a lump sum of $252,600 on or before March 15, 2021. He will also receive the necessary age and service credits to qualify for retirement benefits under the Company’s Executive Supplemental Retirement Plan (“ESRP”) and be eligible to receive a Management Supplemental Benefit Plan under the ESRP. Mr. Oleksiak will remain eligible to participate in the Company’s AIP through the Transition Date, with such AIP benefit calculated with the necessary age and service credits to be eligible for an award as a retiree under the AIP, pro-rated through the Transition Date. Additionally, Mr. Oleksiak’s outstanding awards under the LTIP will become non-forfeitable and otherwise unrestricted such that he will receive a pro-rated LTIP award as a retiree.

A copy of the Company's press release announcing the changes is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

In its press release and this filing, DTE Energy discusses 2020 operating earnings guidance. It is likely that certain items that impact the company's 2020 reported results will be excluded from operating results. Reconciliations to the comparable 2020 reported earnings guidance are not provided because it is not possible to provide a reliable forecast of specific line items (i.e. future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



99.1		Press Release of DTE Energy Company dated March 24, 2020.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements:

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. It should be read in conjunction with the “Forward-Looking Statements” section in DTE Energy's and DTE Electric Company's (DTE Electric) 2019 Form 10-K (which section is incorporated by reference herein), and in conjunction with other SEC reports filed by DTE Energy and DTE Electric that discuss important factors that could cause DTE Energy's and DTE Electric's actual results to differ materially. DTE Energy and DTE Electric expressly disclaim any current intention to update any forward-looking statements contained in this report as a result of new information or future events or developments.

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.



Date: March 24, 2020

	DTE ENERGY COMPANY (Registrant)

	/s/Lisa A. Muschong
	Lisa A. Muschong
	Vice President, Corporate Secretary and Chief of Staff

Exhibit 99.1

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DTE Energy Appoints David Ruud as Chief Financial Officer

Peter Oleksiak retiring; to continue with DTE through 2020

Company reaffirms its full year 2020 earnings guidance

DETROIT, March 24, 2020 – DTE Energy (NYSE: DTE) today announced the appointment of David Ruud as Senior Vice President and Chief Financial Officer, effective May 4. Ruud, who currently serves as Senior Vice President, Corporate Strategy & Development at DTE, will succeed Peter Oleksiak, who will be retiring from his role as Chief Financial Officer.

Oleksiak will remain with DTE through the end of the year as a special advisor to DTE President and Chief Executive Officer Jerry Norcia, and will work closely with Ruud to ensure a seamless transition. Oleksiak will participate on the company’s first quarter earnings call scheduled for April 24.

During his 15-year career at DTE Energy, Ruud has served in several senior leadership roles across the organization, including most recently as Senior Vice President, Corporate Strategy & Development. He has deep experience across DTE’s various businesses, and will be supported by a treasurer and controller with nearly 30 years of collective experience at the company.

“Dave has a unique understanding of our company and will bring a diverse set of skills to the CFO role,” said Norcia. “As SVP for Corporate Strategy & Development, Dave has been instrumental in evaluating and pursuing value-enhancing growth opportunities and overseeing our long-term planning. He brings a strong combination of financial, strategic, operational and engineering experience which will prove valuable as we continue to deliver on our long-term growth commitments, especially in our two utilities.

“Dave’s appointment also reflects the deep bench of talent we have cultivated at DTE. Supported by our strong finance team, we look forward to benefitting from Dave’s expertise as we continue to build on our strong financial position,” Norcia added.

“I am excited to take on the responsibilities of CFO during this important time at DTE,” said Ruud. “I look forward to working with Jerry and the rest of the senior leadership team as we execute on the strategic priorities that will continue our long track record of delivering on our commitments both this year and longer term. “

Oleksiak, who joined DTE in 1998, has held several roles in the company, progressing from Controller and Vice President of Investor Relations to Senior Vice President of Finance.

“It has been an honor to serve as DTE’s CFO and work with such an outstanding team and group of committed employees,” Oleksiak said. “I’m very proud of all we have accomplished and am confident that DTE is well positioned for continued success. Dave is a talented leader and I look forward to working closely with him over the coming months to advance our goal of driving value creation for shareholders.”

“On behalf of the entire Board and management team, I thank Peter for the significant contributions he has made to our company’s success over his 22-year career at DTE,” Norcia continued. “Peter has been a key member of the DTE management team, helping to improve our financial performance and strengthen

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our position as a diversified energy leader. It is also a testament to Peter’s dedication to DTE that he has agreed to stay on through the end of the year to ensure a smooth and orderly transition.”

Reaffirms 2020 Guidance

“We began 2020 with adequate contingency in our earnings forecast. In light of the economic events that have transpired over the last several weeks we have started the process of building deeper levels of cash and earnings contingency across all of our operations,” said Norcia. “We will adjust these efforts as we learn more about the economic impact.”

In connection with today’s announcement, DTE also reaffirmed its 2020 operating EPS guidance of $6.47 - $6.75.

About DTE Energy

DTE Energy (NYSE: DTE) is a Detroit-based diversified energy company involved in the development and management of energy-related businesses and services nationwide. Its operating units include an electric company serving 2.2 million customers in Southeast Michigan and a natural gas company serving 1.3 million customers in Michigan. The DTE portfolio includes energy businesses focused on power and industrial projects; renewable natural gas; natural gas pipelines, gathering and storage; and energy marketing and trading. As an environmental leader, DTE utility operations will reduce carbon dioxide and methane emissions by more than 80 percent by 2040 to produce cleaner energy while keeping it safe, reliable and affordable. DTE Electric aspires to achieve net zero carbon emissions by 2050. DTE is committed to serving with its energy through volunteerism, education and employment initiatives, philanthropy and economic progress. Information about DTE is available at dteenergy.com, empoweringmichigan.com, twitter.com/dte_energy and facebook.com.

Forward Looking Statement

Use of Operating Earnings Information - DTE Energy management believes that operating earnings provide a more meaningful representation of the company’s earnings from ongoing operations and uses operating earnings as the primary performance measurement for external communications with analysts and investors. Internally, DTE Energy uses operating earnings to measure performance against budget and to report to the Board of Directors. In this release, DTE Energy discusses 2020 operating earnings guidance. It is likely that certain items that impact the company's 2020 reported results will be excluded from operating results. Reconciliations to the comparable 2020 reported earnings guidance are not provided because it is not possible to provide a reliable forecast of specific line items (i.e. future non-recurring items, certain mark-to-market adjustments and discontinued operations). These items may fluctuate significantly from period to period and may have a significant impact on reported earnings.

The information contained herein is as of the date of this release. DTE Energy expressly disclaims any current intention to update any forward-looking statements contained in this release as a result of new information or future events or developments. Words such as “anticipate,” “believe,” “expect,” “may,” “could,” “projected,” “aspiration,” “plans” and “goals” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various assumptions, risks and uncertainties. This release contains forward-looking statements about DTE Energy’s financial results and estimates of future prospects, and actual results may differ materially. Many factors impact forward-looking statements including, but not limited to, the following: impact of COVID 19, impact of regulation by the EPA, the FERC, the MPSC, the NRC, and for DTE Energy, the CFTC, as well as other applicable governmental proceedings and regulations, including any associated impact on

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rate structures; the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs; economic conditions and population changes in the our geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas; the operational failure of electric or gas distribution systems or infrastructure; impact of volatility of prices in the oil and gas markets on DTE Energy's gas storage and pipelines operations; impact of volatility in prices in the international steel markets on DTE Energy's power and industrial projects operations; the risk of a major safety incident; environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements; the cost of protecting assets against, or damage due to, cyber incidents and terrorism; health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities; volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy; volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations; changes in the cost and availability of coal and other raw materials, purchased power, and natural gas; advances in technology that produce power, store power or reduce power consumption; changes in the financial condition of significant customers and strategic partners; the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions; access to capital markets and the results of other financing efforts which can be affected by credit agency ratings; instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; the potential for increased costs or delays in completion of significant capital projects; changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits; the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers; unplanned outages; employee relations and the impact of collective bargaining agreements; the availability, cost, coverage, and terms of insurance and stability of insurance providers; cost reduction efforts and the maximization of plant and distribution system performance; the effects of competition; changes in and application of accounting standards and financial reporting regulations; changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues; contract disputes, binding arbitration, litigation, and related appeals; and the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.

For further information, members of the media may call: Pete Ternes, DTE Energy, 313.235.5555

For further information, analysts may call: Barbara Tuckfield, DTE Energy, 313.235.1018 John Dermody, DTE Energy, 313.235.8750

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Document and Entity Information Document and Entity Information	Mar. 24, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 24, 2020
Entity File Number	1-11607
Entity Registrant Name	DTE Energy Co
Entity Incorporation, State or Country Code	MI
Entity Tax Identification Number	38-3217752
Entity Address, Address Line One	One Energy Plaza
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48226-1279
City Area Code	313
Local Phone Number	235-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000936340
Amendment Flag	false
Common stock, without par value
Entity Information [Line Items]
Title of 12(b) Security	Common stock, without par value
Trading Symbol	DTE
Security Exchange Name	NYSE
2012 Series C 5.25% Junior Subordinated Debentures due 2062
Entity Information [Line Items]
Title of 12(b) Security	2012 Series C 5.25% Junior Subordinated Debentures due 2062
Trading Symbol	DTQ
Security Exchange Name	NYSE
2016 Series B 5.375% Junior Subordinated Debentures due 2076
Entity Information [Line Items]
Title of 12(b) Security	2016 Series B 5.375% Junior Subordinated Debentures due 2076
Trading Symbol	DTJ
Security Exchange Name	NYSE
2016 Series F 6.00% Junior Subordinated Debentures due 2076
Entity Information [Line Items]
Title of 12(b) Security	2016 Series F 6.00% Junior Subordinated Debentures due 2076
Trading Symbol	DTY
Security Exchange Name	NYSE
2017 Series E 5.25% Junior Subordinated Debentures due 2077
Entity Information [Line Items]
Title of 12(b) Security	2017 Series E 5.25% Junior Subordinated Debentures due 2077
Trading Symbol	DTW
Security Exchange Name	NYSE
Corporate Units, 6.50% [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.50% Corporate Units
Trading Symbol	DTV
Security Exchange Name	NYSE