8-KLeadership ChangesShareholder Matters

NEXTERA ENERGY INC 8-K Report, Executive Changes (May 29, 2013)

Filed May 29, 2013For Securities:NEENEE-PNNEE-PSNEE-PTNEE-PWNEE-PVNEE-PU

Summary

This 8-K filing from NextEra Energy, Inc. (NEE) details the outcomes of their 2013 Annual Meeting of Shareholders held on May 23, 2013. The primary focus for investors is the shareholder approval of key governance and compensation matters. Notably, shareholders overwhelmingly approved the material terms for performance-based annual incentive compensation under the 2013 Executive Annual Incentive Plan, a requirement for tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code. Furthermore, the meeting saw strong shareholder support for the slate of twelve director nominees, with all receiving over 96% of votes cast. The appointment of Deloitte & Touche LLP as the independent registered public accounting firm was also ratified with overwhelming approval. The company also received advisory approval for executive compensation and a clear rejection of a shareholder proposal concerning nuclear waste storage.

Key Highlights

  • 1Shareholder approval of the 2013 Executive Annual Incentive Plan, crucial for performance-based executive compensation and tax deductibility.
  • 2Re-election of all twelve director nominees with strong shareholder support (over 96% of votes cast for most nominees).
  • 3Ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2013 with 99% approval.
  • 4Advisory approval of NextEra Energy's executive compensation ('Say-on-Pay') with 96% of votes cast in favor.
  • 5Shareholder rejection of a proposal related to nuclear waste storage policy, with 95% of votes cast against.
  • 6The 2013 Annual Meeting of Shareholders was held on May 23, 2013, in Dallas, Texas.

Frequently Asked Questions

The 2013 Executive Annual Incentive Plan was designed to provide performance-based annual incentive compensation to executives. Its approval by shareholders was a requirement under Section 162(m) of the Internal Revenue Code to ensure that compensation paid under the plan to certain officers would be deductible for federal income tax purposes.

No, this filing indicates that all twelve incumbent directors nominated for re-election were approved by shareholders, with very high percentages of votes cast in favor, suggesting continuity on the Board.

The shareholder proposal concerning a policy for the storage of nuclear waste was not approved. A significant majority of shareholders (95% of votes cast) voted against this proposal.

Shareholders voted in an advisory capacity on executive compensation ('Say-on-Pay'). The results show strong support, with 96% of votes cast approving NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement.