ITC Itc Holdings Corp.

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

Organizational Changes

On May 19, 2016, ITC Holdings Corp. (the “Company”) announced an organizational change, effective immediately.  As a result of the changes, certain operational responsibilities shifted among the Company’s executive officers and the number of persons reporting directly to the Chief Executive Officer was reduced. The following officers, each of whom is an executive officer of the Company, now report directly to Joseph Welch, the Company’s President and Chief Executive Officer:

Biographical information for each of the Company’s executive officers is available under “Executive Officers” in the Company’s 2016 annual meeting proxy statement filed April 8, 2016 and such biographical information is incorporated herein by reference.

2

Approval of 2016 Equity-Based Awards and other Compensation Items

On May 19, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of the Company made grants of restricted stock under the 2015 Long-Term Incentive Plan (the “2015 Plan”) to certain employees employed on or before April 30, 2016.  The number of shares awarded to the executive officers designated as the Company’s named executive officers in its 2016 annual meeting proxy statement are set forth in the table below.

The restricted stock award agreements relating to these grants will provide that, subject to the Agreement and Plan of Merger, dated as of February 9, 2016 (as amended or modified from time to time, the “Merger Agreement”), by and among the Company, Fortis Inc., Fortis US Inc. and Element Acquisition Sub Inc., so long as the grantee remains employed by us, the restricted stock fully vests upon the earlier of (i) the third anniversary of the grant date, (ii) the grantee’s death or permanent disability, or (iii) the occurrence of a Change in Control Termination (as defined in the 2015 Plan). If the effective time of the merger contemplated by the Merger Agreement occurs, the restricted stock will be treated as provided in Section 2.2(b) of the Merger Agreement. If employment is terminated prior to the vesting date for any reason other than death, disability, Retirement (as defined in the 2015 Plan) or Change in Control Termination, the remaining unvested shares will be canceled unless the Committee, in the exercise of its authority under the 2015 Plan, modifies the vesting date in connection with the termination. If the grantee attains or has attained age 65 prior to the vesting date while continuing to be employed by the Company, the stock will become vested (i) as of the date the grantee becomes 65, in increments of 33-1/3% of such shares in respect of each one year anniversary (if any) of the date of the grant agreement that has occurred prior to the grantee attaining such age, and (ii) in increments of 33-1/3% of such shares as of each one year anniversary of the date of the agreement that occurs after the grantee attains such age until all shares have fully vested (provided that grantee continues to be employed by the Company as of each such anniversary). The restricted stock award agreements will also provide that restricted stock issued to the grantee generally may not be transferred by the grantee in any manner prior to vesting without the consent of the Committee. Grantees will otherwise have all rights of holders of our common stock, including voting rights and the right to receive dividends.

A form of the grant agreement used in connection with the 2016 awards will be filed as an exhibit to the Company’s next Form 10-Q.

Also on May 19, 2016, the Board of Directors approved an additional lump sum cash payment to Joseph Welch in the amount of $250,000 to be paid at the same time as the payment of the 2016 annual incentive plan bonus.