dte-20240131

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): January 31, 2024

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.)

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

Registrants 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

2017 Series E 5.25% Junior Subordinated Debentures due 2077

DTW

New York Stock Exchange

2020 Series G 4.375% Junior Subordinated Debentures due 2080

DTB

New York Stock Exchange

2021 Series E 4.375% Junior Subordinated Debentures due 2081

DTG

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

Annual Incentive Plan

On January 31, 2024, the Organization and Compensation Committee (the O&C Committee) of the Board of Directors of DTE Energy Company (DTE Energy or the Company) approved 2024 performance measures, weightings and metrics under the Company's Annual Incentive Plan (AIP).

The following table summarizes the annual measures for 2024 under the AIP for executive officers of the Company in determining their total annual incentive award:


Measures			Weight
DTE Energy Operating Earnings Per Share			20%
DTE Energy Cash From Operations			20%
Customer Satisfaction Score			15%
DTE Energy Employee Engagement-Gallup			5%
DTE Energy Safety Performance			10%
Utility Operating Excellence Index			30%

The following table summarizes the annual measures for 2024 under the AIP for executive officers of DTE Vantage in determining their total annual incentive award:


Measures			Weight
DTE Energy Operating Earnings Per Share			10%
DTE Vantage Operating Earnings			35%
DTE Vantage Cash From Operations			5%
DTE Vantage Employee Engagement-Gallup			5%
DTE Vantage/Energy Safety Performance			10%
DTE Vantage Business Development Index			35%

Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. For 2024, target awards for DTE Energy and DTE Vantage’s named executive officers (executive officers who will appear in the summary compensation table of DTE Energy’s 2024 Proxy Statement) range from 70% to 135%, including Mr. Norcia, the Company's Chairman and Chief Executive Officer. Award amounts paid to each AIP participant are determined as follows: (1) the executive's most recent year-end base salary is multiplied by an AIP target award percentage to arrive at the target award; (2) the overall performance payout percentage, which can range from 0% to 200%, is determined based on final results compared to threshold, target and maximum levels for each measure; and (3) the target award is then multiplied by the performance payout percentage to arrive at the final award amount.

Long-Term Incentive Plan

On January 31, 2024, the O&C Committee approved 2026 performance measures, weightings and metrics for executive officers, including the named executive officers, under the DTE Energy Company Long Term Incentive Plan (LTIP). The LTIP, which was approved by our shareholders, rewards long-term growth and profitability by providing a vehicle through which officers, other key employees and outside directors may receive stock based compensation. Stock-based compensation directly links individual performance with shareholder interests. Based on market comparisons, each officer position is assigned a target award expressed as a percentage of base salary. The target award may be modified by the O&C Committee and is then delivered in the form of restricted stock and performance shares. For long term incentive awards granted in 2024, which pay out in 2027, targets for these officers range from 180% to 525%, including the Chairman and Chief Executive Officer.

Performance shares: Performance shares entitle the executive to receive a specified number of shares, or a cash payment equal to the fair market value of the shares, or a combination thereof, depending on the level of achievement of performance measures. The performance measurement period for the 2026 award is January 1, 2024 through December 31, 2026. Payments earned under the 2026 award can range from 0% to 200% of target, based upon achievement of performance measures. The two measures and weightings for executive officers of DTE Energy are: (1) total shareholder return vs. total shareholder return of peer group companies (80%) and (2) DTE Energy 3-year cumulative operating EPS (20%). The three measures and weightings for executive officers of DTE Vantage are: (1) total shareholder return vs. total shareholder return of peer group companies (40%); (2) DTE Energy 3-year cumulative operating EPS (10%) and (3) DTE Vantage long-range earnings growth (50%).

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: February 5, 2024


			DTE Energy Company
			(Registrant)

			/s/Diane M. Antishin
			Diane M. Antishin
			Vice President - Human Resources and Chief Diversity and Inclusion Officer

DTE Energy Company filed SEC Form 8-K: Leadership Update