Attached files
| file | filename |
|---|---|
| EX-3 - EXHIBIT 3 - NEXTERA ENERGY INC | exhibit3.htm |
 |
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
earliest event reported: October 16,
2009
|
Commission
File
Number
|
Exact
name of registrant as specified in its
charter,
address of principal executive offices and
registrant's
telephone number
|
IRS
Employer
Identification
Number
|
||
|
1-8841
|
FPL
GROUP, INC.
700
Universe Boulevard
Juno
Beach, Florida 33408
(561)
694-4000
|
59-2449419
|
State or
other jurisdiction of incorporation or
organization: Florida
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrants under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
SECTION
5 - CORPORATE
GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
|
(c)
|
On
October 16, 2009, the FPL Group, Inc. ("FPL Group" or the "Company") board
of directors (the “Board”) appointed Chris N. Froggatt, 52, as Vice
President of the Company effective October 19, 2009, and in addition
appointed Mr. Froggatt as Controller and Chief Accounting Officer of the
Company effective on the day after the date on which the Company files its
Annual Report on Form 10-K for the year ending December 31, 2009 (the
"Effective Date"). On the Effective Date, Mr. Froggatt will
become the Company’s principal accounting officer. Prior to
joining the Company, Mr. Froggatt had been the Vice President and
Treasurer of Pinnacle West Capital Corporation (“Pinnacle West”), a public
holding company, and of its major subsidiary, Arizona Public Service
Company (“APS”), since December 2008. Prior to that time,
he was Vice President and Controller of APS (October 2002 –
December 2008), Vice President and Controller of Pinnacle West
(August 1999 – October 2002), Controller of Pinnacle West
(July 1999 – August 1999) and Controller of APS (July 1997
– July 1999). APS is a vertically-integrated electric
utility that provides either retail or wholesale electric service to much
of the State of Arizona. Pinnacle West’s other principal
subsidiary is engaged in real estate development activities in the western
United States.
|
Mr.
Froggatt will receive a base salary for 2009 at an annual rate of $305,000, and
a $100,000 signing bonus, which is subject to repayment if Mr. Froggatt
voluntarily leaves the Company prior to the one-year anniversary of his
employment date. Mr. Froggatt will participate in (1) the Company’s
Executive Annual Incentive Plan in 2009 with a target award equal to 35% of his
annual rate of base salary (prorated for actual service in 2009), (2) the
Company’s Amended and Restated Long Term Incentive Plan (“LTIP”), with award
terms materially consistent with the terms of similar awards for other executive
officers, and (3) the Company's Supplemental Executive Retirement Plan as a
"Class A" participant (with base salary and annual incentive compensation
included when calculating benefits). Mr. Froggatt will receive a
sign-on restricted stock grant of 3,656 shares of FPL Group common stock under
the LTIP, vesting one-third per year over three years, subject to the Company's
attainment of a performance target established by the Compensation
Committee. It is anticipated that Mr. Froggatt will also receive
equity grants under the LTIP at the same time as those grants are made to other
executive officers in February 2010, including (1) options to purchase shares of
the common stock with a target grant date value equal to approximately $25,000;
(2) shares of restricted stock with a target grant date value equal to
approximately $150,000, vesting one-third per year over three years subject to
the Company's attainment of a performance target or targets established by the
Compensation Committee; (3) performance shares for the three-year performance
period beginning January 1, 2010, with a target grant date value equal to
approximately $150,000; and (4) sign-on grants of performance shares for the
one-year performance period beginning January 1, 2010, with a target grant date
value equal to approximately $50,000 and for the two-year performance period
beginning January 1, 2010, with a target grant date value equal to approximately
$100,000. Mr. Froggatt will be eligible to receive the Company’s
standard relocation benefits (subject to repayment if Mr. Froggatt voluntarily
leaves the Company prior to the one-year anniversary of his employment date), a
temporary housing supplement of $15,000 and other benefits and perquisites
generally available to executive officers. The terms of the Executive
Annual Incentive Plan, the LTIP, the Supplemental Executive Retirement Plan, and
other benefits and perquisites generally available to the Company’s executive
officers are described in the Company’s proxy statement dated April 6,
2009.
|
(b)
|
On
October 16, 2009, K. Michael Davis, the Company’s principal accounting
officer, advised the Company that he plans to retire at an unspecified
date. As a result, he will relinquish the titles of Controller
and Chief Accounting Officer of the Company on the Effective
Date. Mr. Davis will continue to serve as Vice President,
Accounting & Chief Accounting Officer of the Company’s subsidiary,
Florida Power & Light Company (“FPL”), until succession plans for that
position are finalized.
|
|
(d)
|
On
October 16, 2009, the Board increased its size from twelve members to
thirteen members and appointed William H. Swanson, the chairman and chief
executive officer of Raytheon Company, to the Board to fill the newly
created directorship. As of the date of this report, the Board
has not appointed Mr. Swanson to any Board committees. Mr.
Swanson will receive compensation for his service as a director consistent
with that provided to the other non-employee directors of the Company, as
described in the Company’s proxy statement dated April 6,
2009. In addition, as a new director, Mr. Swanson was granted
400 shares of FPL Group restricted stock under the FPL Group, Inc. 2007
Non-Employee Directors Stock Plan. These shares are not
transferable until Mr. Swanson ceases to be a member of the Board and are
subject to forfeiture if he ceases to be a member of the Board within five
years of his initial election, other than by reason of death or
disability.
|
2
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On
October 16, 2009, the Board adopted two amendments to FPL Group's Bylaws,
effective on the adoption date. The amendments relate to the
following:
|
(1)
|
The
Bylaws, prior to amendment, provided that meetings of the Board were to be
presided over by the chairman of the board or, in his absence, the
president. The amendment adds the lead director (if such a
position has been established by the Board) and, in place of the
president, the chief executive officer, to the list of persons who may
preside over meetings of the Board in the absence of the chairman of the
board.
|
|
(2)
|
The
Bylaws, prior to amendment, did not specify who could call meetings of
committees of the Board. The amendment provides that regular
meetings of committees shall be held on the schedule approved by the Board
and special meetings of committees may be called by the chairman of the
board, the chairman of the committee or any two members of the
committee.
|
A copy
of the text of the foregoing amendments to the Bylaws is filed with this report
as Exhibit 3 and is incorporated by reference herein.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
Number
|
Description
|
||
|
3
|
Amendments
to the FPL Group, Inc. Bylaws dated October 16,
2009
|
3
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 thereunto
duly authorized.
FPL
GROUP, INC.
(Registrant)
Date: October
20, 2009
|
CHARLES
E. SIEVING
|
Charles
E. Sieving
Executive
Vice President & General Counsel of FPL Group, Inc.
4