SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
FPL GROUP, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
FPL
GROUP
FPL GROUP, INC.
P.O. BOX 14000
700 UNIVERSE BOULEVARD
JUNO BEACH, FLORIDA 33408-0420
- -----------------------------------------------------------------
- -----------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 200014, 2001
The Annual Meeting of Shareholders of FPL Group, Inc. will be held in Palm Beach
Gardens, Florida, at the PGA
National Resort, 400 Avenue of the Champions, Palm Beach Gardens, Florida, at
10:00 a.m. on Monday, May 15, 2000,14, 2001, to consider and act upon:
-Election of directors.
-Ratification of the appointment of Deloitte & Touche LLP as auditors.
-Such other matters as may properly come before the meeting.
The record date for shareholders entitled to notice of, and to vote at, the
Annual Meeting and any adjournment or postponement thereof is March 6, 2000.5, 2001.
Admittance to the meeting will be limited to shareholders. Shareholders who plan
to attend are requested to so indicate by marking the appropriate space on the
enclosed proxy card.card or following the telephonic or Internet instructions.
Shareholders whose shares are held in street name (the name of a broker, trust,
bank or other nominee) should bring with them a legal proxy or a recent
brokerage statement or letter from the street name holder confirming their
beneficial ownership of shares.
PLEASE MARK, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY SO THAT
YOUR SHARES CAN BE VOTED, REGARDLESS OF WHETHER YOU EXPECT TO ATTEND THE
MEETING. ALTERNATIVELY, YOU MAY CAST YOUR VOTE BY TELEPHONE OR ELECTRONICALLY BY
FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU ATTEND, YOU MAY WITHDRAW
YOUR PROXY AND VOTE IN PERSON.
By order of the Board of Directors.
/s/ Dennis P. Coyle
DENNIS P. COYLE
General Counsel and Secretary
March 31, 2000Juno Beach, Florida
April 13, 2001
FPL GROUP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 200014, 2001
PROXY STATEMENT
ANNUAL MEETING
The Annual Meeting of Shareholders of FPL Group, Inc. ("FPL Group" or the
"Corporation") will be held at 10:00 a.m. on Monday, May 15, 2000.14, 2001. The enclosed
proxy card is solicited by theyour Board of Directors, and your execution and prompt
return ofwho urge you to respond in the
card is requested. Everybelief that every shareholder, regardless of the number of shares held, should
be represented at the Annual Meeting.
Whether or not you expect to be present at the meeting, please mark, sign, and
date the enclosed proxy card and return it in the enclosed envelope.
Alternatively, you may cast your vote by telephone or electronically by
following the instructions on your proxy card. Please note that there are
separate arrangements for using electronic voting depending on whether your
shares are registered in your name or in the name of a brokerage firm or bank.
You should check the proxy card or voting instructions forwarded by your broker,
bank or other holder of record to see which options are available. If voting by
telephone you should dial the toll-free number indicated on the proxy card; you
will then be prompted to enter the control number printed on your proxy card and
to follow subsequent instructions. Any shareholder giving a proxy may revoke it
at any time before it is voted at the meeting by delivering to the Corporation
written notice of revocation or a proxy bearing a later date, or by attending
the meeting in person and casting a ballot. You may also change your vote by
telephone or electronically. You may change your vote by using any one of these
methods regardless of the procedure used to cast your previous vote. Votes cast
in person or by proxy will be tabulated by the inspectors of election appointed
by the Board of Directors.
The shares represented by your proxy will be voted in accordance with the
specifications made on your proxy card.proxy. Unless otherwise directed, such shares will
be voted:
-For the election as directors of the nominees named in this proxy
statement.
-For the ratification of the appointment of Deloitte & Touche LLP as
auditors.
-In accordance with the best judgment of the persons acting under the proxy
concerning other matters that are properly brought before the meeting and
at any adjournment or postponement thereof.
Shareholders of record at the close of business on March 6, 2000,5, 2001, are entitled
to notice of, and to vote at, the meeting. Each share of Common Stock, $.01 par
value, of the Corporation is entitled to one vote. At the close of business on
March 6, 2000,5, 2001, the Corporation had 178,166,335175,838,735 shares of Common Stock
outstanding and entitled to vote. The Corporation anticipates first sending this
proxy statement and the enclosed proxy card to shareholders on or about
March 31, 2000.April 13, 2001.
In determining the presence of a quorum at the Annual Meeting, abstentions are
counted and broker non-votes are not counted. The current Florida Business
Corporation Act (the "Act") provides that directors are elected by a plurality
of the votes cast and all other matters are approved if the votes cast in favor
of the action exceed the votes cast against the action (unless the matter is one
for which the Act or the articles of incorporation require a greater vote).
Therefore, under the Act, abstentions and broker non-votes have no legal effect
on whether a matter is approved. However, FPL Group's Bylaws, which were adopted
prior to the current Act and remain in effect, provide that any matter,
including the election of directors, is to be approved by the affirmative vote
of a majority of the total number of shares represented at the meeting and
entitled to vote on such matter (unless the matter is one for which the Act or
some other law or regulation expressly requires or permits the Board of
Directors to require a greater vote, or FPL Group's Articles of Incorporation or
Bylaws require a greater or different vote). Therefore,
1
as to all matters to beany matter voted on by shareholders at the Annual Meeting, including the
election of directors, the affirmative vote of a majority of the total number of
shares represented at the meeting and entitled to vote is required, abstentions
have the same effect as a vote against a matter, and broker non-votes have no
legal effect.
1
BUSINESS OF THE MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
Listed below are the thirteeneleven nominees for election as directors, their principal
occupations, and certain other information regarding them. Unless otherwise
noted, each director has held his or her present position continuously for five
years or more and his or her employment history is uninterrupted. Directors
serve until the next Annual Meeting of Shareholders or until their respective
successors are elected and qualified. Unless you specify otherwise on the accompanyingin your
proxy, it will be voted for the election of the listed nominees.
The affirmative vote of a majority of the total
number of shares of Common Stock represented at the meeting and entitled to vote
is required to elect each nominee.
H. JESSE ARNELLE Mr. Arnelle, 66,67, became of counsel to
[LOGO] Womble, Carlyle, Sandridge & Rice, a North Carolina-based
law firm, in November 1997, after retiring in 1996 as a
senior partner from the law firm of Arnelle, Hastie, McGee,
Willis & Greene, a law firm whose predecessor he co-founded
in 1985. He is a director of Armstrong World Industries,
Inc., Eastman Chemical Company, Gannett Corporation,
Textron, Inc., Union Pacific Resources Group, Inc., and Waste Management, Inc. He served as
vice-chairman and then chairman of the Pennsylvania State
University Board of Trustees from 1993 to 1998. Mr. Arnelle
has been a director of FPL Group since 1990.
SHERRY S. BARRAT Mrs. Barrat, 50,51, is presidentchairman and chief
[LOGO] executive officer of Northern Trust Bank of California, N.A.
Prior to being elected to that office in January 1999, she
was president of Northern Trust Bank forof Palm Beach and
Martin Counties, Florida. While in Florida, she was also a
memberShe serves on the boards of The
Employers Group, the boardLos Angeles Area Chamber of directorsCommerce,
The Los Angeles World Affairs Council, The Anderson School
of UCLA Board of Visitors, the Raymond F. Kravis
Center for the Performing ArtsLos Angeles Sports and
the Economic Council of
Palm Beach County.Entertainment Commission and Town Hall. Mrs. Barrat became a
director of FPL Group in February 1998.
ROBERT M. BEALL, II Mr. Beall, 56,57, is chairman and chief
[LOGO] executive officer of Beall's, Inc., the parent company of
Beall's Department Stores, Inc., and Beall's Outlet Stores,
Inc., which operate retail stores located primarily in
Florida.from Florida to
California. Mr. Beall is a director of Blue Cross/Blue
Shield of Florida and the National Retail Federation. He is
also past chairman of the Florida Chamber of Commerce and a
member of the Florida Council of 100. Mr. Beall has been a
director of FPL Group since 1989.
2
JAMES L. BROADHEAD Mr. Broadhead, 64,65, is chairman and chief
[LOGO] executive officer of FPL Group. He is also chairmanGroup and chief executive officer of FPL Group'sits principal subsidiary,
Florida Power & Light Company. Mr. Broadhead is a former
president of the Telephone Operating Group of GTE
Corporation and is also a former president of St. Joe
Minerals Corporation. He is a director of Delta Air Lines,
Inc., New York Life Insurance Company, and The Pittston
Company, and a trustee emeritus of Cornell University. Mr.
Broadhead has been a director of FPL Group since 1989.
J. HYATT BROWN Mr. Brown, 62,63, is chairman, president and
[LOGO] chief executive officer of Brown & Brown, Inc., an insurance
broker based in Daytona Beach and Tampa, Florida. He is a
director of SunTrust Banks, Inc., BellSouth Corporation,
Rock-Tenn Company, SCPIE Holdings, and the International
Speedway Corporation. Mr. Brown is a former member of the
Florida House of Representatives and served as Speaker of
the House from 1978 to 1980. He is a member and past
chairman of the Board of Trustees of Stetson University. Mr.
Brown has been a director of FPL Group since 1989.
ARMANDO M. CODINA Mr. Codina, 53,54, is the chairman and chief
[LOGO] executive officer of Codina Group, Inc., a Coral Gables,
Florida-based real estate
development company.company based in Coral Gables, Florida. He has
served in that capacity with Codina Group, Inc., and its
predecessors since 1979. He is a director of AMR
Corporation, BellSouth Corporation, CSR America, Inc., The
Quaker Oats Company, and Winn-Dixie Stores, Inc. Mr. Codina
has been a director of FPL Group since 1994.
MARSHALL M. CRISER Mr. Criser, 71, became of counsel to
[LOGO] McGuire, Woods, Battle & Boothe, L.L.P., in 1997. For eight
years before, he was chairman of the Jacksonville law firm
of Mahoney, Adams & Criser, P.A. He was also formerly
president of the University of Florida. Mr. Criser is a
director of CSR America, Inc., Flagler Systems, Inc., and
Perini Corporation. He is a past chairman of the Florida
Board of Regents, a past president of the Florida Bar and a
past chairman of the Florida Council of 100. Mr. Criser has
been a director of FPL Group since 1989.
3
WILLARD D. DOVER Mr. Dover, 69,70, has been a member of the
[LOGO] Fort Lauderdale law firm of Niles, Dobbins, Meeks, Raleigh &
Dover since 1998. For 40 years prior thereto he was a member
of the law firm of Fleming, O'Bryan & Fleming, P.A. He is a
former chairman of the Florida Council of 100 and is a
trustee and former chairman of the
Florida Council of Economic Education. He has previously
served as a trustee of the Nova Southeastern University Law
Center and Florida Atlantic University Foundation, Inc. and
as chairman of the Florida Atlantic Research and Development
Authority. Mr. Dover has been a director of FPL Group since
1989.
3
ALEXANDER W. DREYFOOS, JR. Mr. Dreyfoos, 68,69, is the owner
[LOGO] and chief executive officer of the Dreyfoos Group of
companies. These include Photo Electronics Corporation, a
developer of electronic equipment for the photographic
industry, which he founded in 1963. He is a director of
First Union National Bank of Florida. He serves as chairman
of the Raymond F. Kravis Center for the Performing Arts and
a trustee of M.I.T. Corporation. He is a member of the
Florida Council of 100 and a founding member and former
chairman of the Economic Council of Palm Beach County. Mr.
Dreyfoos has been a director of FPL Group since February
1997.
PAUL J. EVANSON Mr. Evanson, 58,59, became the president of
[LOGO] Florida Power & Light Company and a director of FPL Group in
1995 after having served as vice president, finance, and
chief financial officer of FPL Group and senior vice
president, finance, and chief financial officer of Florida
Power & Light Company since 1992. Prior to that, he was
president and chief operating officer of Lynch Corporation,
a diversified holding company. Mr. Evanson is a director of
Florida Power & Light Company and Lynch Interactive
Corporation.
DREW LEWIS Mr. Lewis, 68, was chairman and chief executive
[LOGO] officer of Union Pacific Corporation, a transportation and
natural resources company, from 1986 to 1997. He is a
director of American Express Company, Gannett Co., Inc.,
Millennium Bank, and Union Pacific Resources Group, Inc. Mr.
Lewis served as U.S. Secretary of Transportation from 1981
to 1983, is a former chairman and chief executive officer of
Warner Amex Cable Communications Inc. and a former chairman
of The Business Roundtable. Mr. Lewis has been a director of
FPL Group since 1992.
4
FREDERIC V. MALEK Mr. Malek, 63,64, has been chairman of
[LOGO] Thayer Capital Partners, a merchant bank, since March 1993. Mr.
Malek was formerly the president and vice chairman,
successively, of Northwest Airlines, Inc., and prior to that
was president of Marriott Hotels and Resorts. He served as
campaign manager for Bush/Quayle `92. Mr. Malek also served
in several U.S. government positions, including deputy
director of the Office of Management and Budget. He is a
director of Aegis Communications Group, Inc., American
Management Systems, Inc., Automatic Data Processing
Corporation, Inc., CB Richard Ellis, Global Vacation Group,
Inc., HCR-ManorManor Care, Inc., Northwest Airlines, Inc., Saga
Systems, Inc., and
various PaineWebber mutual funds. Mr. Malek has been a
director of FPL Group since 1987.
PAUL R. TREGURTHA Mr. Tregurtha, 64,65, is chairman and chief
[LOGO] executive officer of Mormac Marine Group, Inc., a maritime
shipping company, and of Moran Transportation Company, a
tug/barge enterprise. He is also vice chairman and co-owner
of Interlake Steamship Company. Mr. Tregurtha previously
served as chairman, chief executive officer, president and
chief operating officer of Moore McCormack Resources, Inc.,
a natural resources and water transportation company. He is
also a former vice president of Brown & Sharpe Manufacturing
Company. Mr.
Tregurtha is a director of Teachers Insurance and Annuity
Association, Fleet Boston Financial Corporation, and
Alliance Resource Management GP, LLC, and Brown & Sharpe
Manufacturing Company.LLC. Mr. Tregurtha has been
a director of FPL Group since 1989.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL NOMINEES.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board has selected
Deloitte & Touche LLP, independent public accountants, to audit the accounts of
FPL Group and its subsidiaries for the fiscal year ending December 31, 2000, and
to perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 2000 Annual
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions raised at the meeting.4
INFORMATION ABOUT THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION.
5
CORPORATION AND MANAGEMENT
PERFORMANCE GRAPHS
The graph below compares the cumulative total returns, including reinvestment of
dividends, of FPL Group Common Stock with the companies in the Standard & Poor's
500 Index (S&P 500), the Standard & Poor's Electric Companies Index (S&P
Electrics) and the Dow Jones Electric Utilities Index (Dow Jones Electrics). The
comparison covers the five years ended December 31, 19992000, and is based on an
assumed $100 investment on December 31, 1994,1995, in each of the S&P 500, the S&P
Electrics, the Dow Jones Electrics, and FPL Group Common Stock. The S&P
Electrics is based on the performance of 26 electric utilities; the Dow Jones
Electrics is based on the performance of 4562 electric and electric/gas
combination utilities. It includesThe S&P Electrics was selected for comparison purposes
this year because it reflects, more closely than the Dow Jones Electrics,
companies engaged in businesses similar to FPL Group's businesses. FPL Group as well as other utility holding
companies with diversified operations.is
included in all three indexes.
TOTAL RETURN FOR THE
FIVE YEARS ENDED DECEMBER 31, 19992000
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Value of $100 on Decembe 31,
VALUE OF $100 ON DECEMBE 31,1995 1996 1997 1998 1999 2000
1994 1995 1996 1997 1998 1999
FPL Group $100 103 138 143 191 206 149 107 188
Dow Jones Electrics $100 102 132 133 168 192 162151 129 204
S & P 500 $100 138 169 226 290 351123 164 211 255 232
S & P Electrics $100 100 126 146 117 180
5
In 1990, FPL Group announced its intention to focus on its core utility and
other energy-related businesses and to exit businesses not related to its core
strengths. Since then, FPL Group has realigned its senior management team,
reorganized Florida Power & Light Company, established FPL Energy, LLC, and
divested essentially all its non-energy-related businesses. The graph below
shows the cumulative total return, including reinvestment of dividends, of FPL
Group Common Stock since these fundamental changes were made. It covers the nineten
years ended December 31, 1999,2000, and assumes the investment of $100 on
December 31, 1990.1990 (December 31, 1991, as to the Dow Jones Electrics). The Dow
Jones Electrics was changed May 31, 2000, and data is not available prior to
December 31, 1991.
TOTAL RETURN FOR THE
NINETEN YEARS ENDED DECEMBER 31, 19992000
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Value of $100 on December 31,
VALUE OF $100 ON DECEMBE 31,1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
FPL Group, $100Inc. 100 137 144 166 158 219 226 302 325 235 411
Dow Jones Electrics $100 130 138 155 136 178 180 228 260 219100 107 120 105 137 140 181 208 177 281
S & P 500 $100100 130 140 155 157 215 265 353 454 550 500
S & P Electrics 100 130 138 155 135 177 177 223 257 208 318
6
COMMON STOCK OWNERSHIP OF MANAGEMENT AND OTHERS
FPL Group's directors, its executive officers, and the Trustee under its
Employee Thrift Plans beneficially own shares ofThe following table indicates how much FPL Group Common Stock is beneficially
owned by (a) each person known by FPL Group to own 5% or more of the Common
Stock, (b) each of FPL Group's directors and executive officers, and (c) the
directors and executive officers as follows:a group.
NUMBER
NAME OF SHARES(A)
- ------------------------------------------------------------
-------------------
PRINCIPAL SHAREHOLDERS:
Fidelity Management Trust Company............................................... 16,010,802(b)
82 Devonshire Street
Boston, Massachusetts 02109
Wellington Management Company, LLP.............................................. 9,152,871(c)
75 State Street
Boston, Massachusetts 02109
DIRECTORS AND EXECUTIVE OFFICERS:
H. Jesse Arnelle............................................ 9,550(b)(c)(e)Arnelle................................................................ 2,819(d)
Sherry S. Barrat............................................ 3,490(b)(e)Barrat................................................................ 2,800(d)
Robert M. Beall, II......................................... 7,583(c)(e)II............................................................. 5,120(d)
James L. Broadhead.......................................... 271,744(b)(d)(e)Broadhead.............................................................. 141,789(d)
J. Hyatt Brown.............................................. 15,545(c)Brown.................................................................. 11,950(d)(e)(g)
Armando M. Codina........................................... 10,795(b)(c)(e)Codina............................................................... 3,600(d)
Dennis P. Coyle............................................. 69,612(d)Coyle................................................................. 41,439(d)(e)(f)
Marshall M. Criser.......................................... 11,286(b)(c)(e)(g)
B. F. Dolan................................................. 17,677(c)Criser.............................................................. 4,200(d)(e)
Willard D. Dover............................................ 7,734(c)(e)Dover................................................................ 2,500(d)
Alexander W. Dreyfoos, Jr................................... 8,517(b)(e)Jr....................................................... 6,200(d)
Paul J. Evanson............................................. 107,339(b)(d)(e)(f)
Drew Lewis.................................................. 11,976(c)(e)Evanson................................................................. 65,771(d)
Lewis Hay III................................................................... 25,775(d)
Frederic V. Malek........................................... 6,526(c)(e)Malek............................................................... 2,600(d)
Thomas F. Plunkett.......................................... 59,654(b)(d)(e)(f)Plunkett.............................................................. 33,820(d)
Paul R. Tregurtha........................................... 8,782(b)(c)(e)
Michael W. Yackira.......................................... 98,359(d)(e)(f)Tregurtha............................................................... 4,600(d)
All directors and executive officers as a group............. 894,633(b)(c)(d)group................................. 456,305(d)(e)(f)(h)
Fidelity Management Trust Company........................... 16,982,700(i)
82 Devonshire Street
Boston, Massachusetts 02109
- ------------
(a) Information is as of March 1, 2001, except as indicated. Unless otherwise
indicated, each person has sole voting and sole investment power.
(b) 9.1% of the Common Stock outstanding; shares held at December 31, 2000 except for holdingsas
Trustee under retirementthe Florida Power & Light Company Master Thrift Plan Trust.
The Trustee disclaims beneficial ownership of such securities. Shares are
voted by the Trustee in accordance with instructions of the participants to
whose accounts such shares are allocated, and a proportionate number of
shares which are held in the plans but not yet allocated to participants are
voted in accordance with such instructions. Leveraged ESOP shares held in
the plans which have been allocated to participants' accounts, but for which
voting instructions are not received, are voted by the Trustee in the same
proportions as those shares which have been voted by participants.
(c) Represents 5.2% of December 31, 1999.
(b) Includes 35,869; 36,697; 8,842; 2,330; 5,208; 1,432; 2,817; 187; and 1,190
share units for Messrs. Broadhead, Evanson, Plunkett, Arnelle, Codina,
Criser, Dreyfoos, Tregurtha, and Mrs. Barrat, respectively, and a totalthe Common Stock outstanding. This information has been
derived from Schedule 13G of 130,798 share units for all directors and officers as a group, under
deferred compensation plans. Such units have no voting rights.
(c) Includes 4,947; 2,963; 4,095; 2,487; 6,154; 6,188; 5,734; 5,244; 4,427; and
4,495 share units for Messrs. Arnelle, Beall, Brown, Codina, Criser, Dolan,
Dover, Lewis, Malek, and Tregurtha, respectively, and a total of 46,734
share units for all directors and officers as a group, granted in connectionWellington Management Company, LLP ("WMC"),
filed with the terminationSecurities and Exchange Commission on February 13, 2001. All
shares are owned of the FPL Group, Inc. Non-Employee Director Retirement
Plan. Such units have norecord by clients of WMC, which reported shared voting
rightspower over 4,645,104 shares and are subject to forfeiture upon
retirement from the Board before age 65.shared dispositive power over 9,142,771
shares.
(d) Includes 15,625; 3,876; 4,335; 549; and 2,556 share units for
Messrs. Broadhead, Coyle, Evanson, Plunkett, and Yackira, respectively, and
a total of 28,967 share units for all directors and officers as a group,
credited to a Supplemental Matching Contribution Account under the
Supplemental Executive Retirement Plan.
(e) Includes 146,800;50,000; 15,000; 18,750; 18,750;22,500; and 18,750 shares of restricted
stock held by Messrs. Broadhead, Coyle, Evanson, Hay, and Plunkett,
and Yackira,
respectively, 1,100respectively; 1,600 shares of restricted stock held by each of
Messrs. Arnelle, Beall, Brown, Codina, Criser, Dolan, Dover, Lewis, Malek, and Tregurtha and 1,300Tregurtha;
1,800 shares of restricted stock held by each of Mrs. Barrat and
Mr. Dreyfoos,Dreyfoos; and a total of 314,150182,400 shares of restricted stock forheld by all
directors and officers as a group, as to which each person has voting power,
but not investment power.
(f) Includes options held by Messrs. Coyle, Evanson, Plunkett, and Yackira to
purchase 25,000; 37,500; 25,000; and 37,500 shares, respectively, and
options to purchase a total of 162,500 shares for all directors and officers
as a group.
7
(g)(e) Includes 350 shares owned by children of Mr. Brown who are over 21 years of
age, as to which Mr. Brown disclaims beneficial ownership; 25 shares owned
by Mr. Coyle's wife, as to which Mr. Coyle disclaims beneficial ownership;
and 2,300 shares owned by a trust and Mr. Criser's wife, as to which
Messrs. Brown andMr. Criser respectively, disclaimdisclaims beneficial ownership.
(h)(f) Less than 1% of the Common Stock outstanding.
(i) 9.5% of the Common Stock outstanding; held as Trustee under the Florida
Power & Light Company Master Thrift Plans Trust. The Trustee disclaims
beneficial ownership of such securities.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Corporation's directors and executive officers are required to file initial
reports of ownership and reports of changes of ownership of Common Stock with
the Securities and Exchange Commission. Based upon a review of these filings and
written representations from the directors and executive officers, all required
filings were timely made in 1999.2000 except one transaction involving a gift
transfer by Mr. Broadhead to a trust for the benefit of members of
Mr. Broadhead's family which was inadvertently not reported on Form 5 on a
timely basis for fiscal year 1999 due to an oversight by counsel to the
Corporation.
DIRECTOR MEETINGS AND COMMITTEES
The Board of Directors met eightfourteen times in 1999.2000. Each director attended at
least 75% of the total number of Board meetings and all directors attended at least 75% of the meetings of the committees
on which he or she served except for Mr. Codina, who
attended 71% of the meetings of the committees on which he served.
FPL Group's Audit Committee, comprised of Mrs. Barrat and Messrs. Arnelle,
Criser (Chairman), Dolan, Dover, and Dreyfoos met fiveeight times in 1999. The2000. During the year
the Audit Committee has functional supervision overdeveloped an updated charter for the Committee, which was
approved by the Board May 15, 2000. The complete text of the new charter, which
reflects standards set forth in new Securities and Exchange Commission
regulations and New York Stock Exchange rules, is reproduced in the appendix to
this proxy statement. As set forth in more detail in the charter, the Audit
Committee assists the Board in monitoring the financial reporting process, the
internal audit staff, reviews the
system of internal controlscontrol structure and the adequacyindependence and performance of the internal
audit system,department and
receives reports on activities of the internal auditing department. It
recommends to the Board the independent public accountants and reviewsaccountants. During the scope
and resultsyear, the
Board examined the composition of the audits performedAudit Committee in light of the adoption
by both the independent public accountants
andNew York Stock Exchange of new rules governing audit committees. Based
upon this examination, the internal auditors. It is responsible for ensuringBoard confirmed that all members of the financial
statements present fairlyAudit
Committee are "independent" within the financial conditionmeaning of FPL Group.the Exchange's new rules.
The Compensation Committee, comprised of Messrs. Arnelle, Beall, Brown
(Chairman), Codina, Dolan, Lewis, and Tregurtha, met fivethree times in 1999.2000. Its functions
include reviewing and approving the executive compensation program for FPL Group
and its subsidiaries; setting performance targets; assessing executive
performance; making grants of salary, annual incentive compensation, and
long-term incentive compensation; and approving certain employment agreements.
The Executive Committee, comprised of Messrs. Broadhead (Chairman), Brown,
Codina, Criser, Dolan, Malek, and Tregurtha, met four times in 1999.2000. It also functions
as the Nominating Committee. As such, it is responsible for identifying and
evaluating potential nominees for election to the Board and recommends
candidates for all directorships to be filled by the shareholders or the Board.
The Committee will consider potential nominees recommended by any shareholder
entitled to vote in elections of directors. Potential nominees must be submitted
in writing to the Secretary, P.O. Box 14000, 700 Universe Boulevard, Juno Beach,
Florida 33408-0420 and must be received not later than 90 days in advance of the
Annual Meeting of Shareholders.
DIRECTOR COMPENSATION
Directors of FPL Group who are salaried employees of FPL Group or any of its
subsidiaries do not receive any additional compensation for serving as a
director or committee member. Non-employee directors of FPL Group receive an
annual retainer of $32,000 plus 500 shares of restricted Common Stock.
Non-employee committee chairpersons receive an additional annual retainer of
$4,000. A fee of $1,300 is
8
paid to non-employee directors for each Board or committee meeting attended.
Newly-elected non-employee directors are awarded 200 shares of restricted Common
Stock when they join the Board.
Effective November 1, 1996, FPL Group's Non-Employee Director Retirement Plan
was terminated. Retirement benefits of non-employee directors in office in 1996
and not retiring at or prior to the 1997 annual shareholders' meeting were
converted to share units of FPL Group Common Stock. Such directors will be
entitled to payment of the then current value of these share units upon ending
service as a Board member at or after age 65. Upon his retirement from the Board
in May 2000, B. F. Dolan received $351,000 for the value of his share units.
Upon his retirement from the Board in November 2000, Drew Lewis received
$395,000 for the value of his share units.
Non-employee directors are covered by travel and accident insurance while on FPL
Group business. Total premiums attributable to such directors amounted to $3,150
for 1999.
82000.
AUDIT COMMITTEE REPORT
The Audit Committee submits the following report for 2000:
In accordance with its written charter adopted by the Board of Directors
(Board), the Audit Committee of the Board (Committee) assists the Board in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing and financial reporting practices of the Corporation.
During 2000, the Committee met eight times, including four meetings where the
Committee discussed the interim financial information contained in each
quarterly earnings announcement with the controller and independent auditors
prior to public release.
In discharging its oversight responsibility as to the audit process, the Audit
Committee obtained from the independent auditors a formal written statement
describing all relationships between the auditors and the Corporation that might
bear on the auditors' independence consistent with Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees," discussed with
the auditors any relationships that may impact their objectivity and
independence and satisfied itself as to the auditors' independence. The
Committee also discussed with management, the internal auditors and the
independent auditors the quality and adequacy of the Corporation's internal
controls and the internal audit function's organization, responsibilities,
resources and staffing. The Committee reviewed with both the independent and the
internal auditors their audit plans, audit scope, and identification of audit
risks.
The Committee discussed and reviewed with the independent auditors all
communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements. The Committee also discussed the results of the
internal audit examinations.
The Committee reviewed the audited financial statements of the Corporation for
the year ended December 31, 2000, with management and the independent auditors.
Management has the responsibility for the preparation of the Corporation's
financial statements, and the independent auditors have the responsibility for
the examination of those statements.
Based on the above-mentioned review and discussions with management and the
independent auditors, the Committee recommended to the Board that the
Corporation's audited financial statements be included in its Annual Report on
Form 10-K for the year ended December 31, 2000, for filing with the Securities
and Exchange Commission.
Respectfully submitted,
Marshall M. Criser, Chairman
H. Jesse Arnelle
Sherry S. Barrat
Willard D. Dover
Alexander W. Dreyfoos, Jr.
9
APPOINTMENT OF INDEPENDENT AUDITORS
Upon the recommendation of the Audit Committee, the Board has appointed
Deloitte & Touche LLP, independent public accountants, to audit the accounts of
FPL Group and its subsidiaries for the fiscal year ending December 31, 2001, and
to perform such other services as may be required of them.
Representatives of Deloitte & Touche LLP will be present at the 2001 Annual
Meeting and will have an opportunity to make a statement and to respond to
appropriate questions raised at the meeting.
Audit Fees
The aggregate fees billed by Deloitte & Touche LLP for professional services
rendered for the audit of FPL Group's annual financial statements for the fiscal
year ended December 31, 2000, and for the reviews of the financial statements
included in the Corporation's Quarterly Reports on Form 10-Q for that fiscal
year were $900,000.
Financial Information Systems Design and Implementation Fees
The aggregate fees billed by Deloitte & Touche LLP for professional services
rendered for information technology services relating to financial information
systems design and implementation for the fiscal year ended December 31, 2000,
were $4,500,000.
All Other Fees
The aggregate fees billed by Deloitte & Touche LLP for services rendered to the
Corporation, other than the services described above under "Audit Fees" and
"Financial Information Systems Design and Implementation Fees", for the fiscal
year ended December 31, 2000, were $1,950,000.
The Audit Committee has considered whether the provision of the non-audit
services is compatible with maintaining Deloitte & Touche LLP's independence.
COMPENSATION COMMITTEE REPORT
The Compensation Committee submits the following report for 1999:2000:
FPL Group's executive compensation program is designed to align compensation
with the Corporation's business strategy, its goals and values, and the return
to its shareholders. The program is also designed to provide a competitive
compensation package, both in terms of its components and overall, that will
attract and retain key executives critical to the success of the Corporation.
The Board of Directors adopted, and in 1994 and 1999 shareholders approved, an
Annual Incentive Plan and a Long Term Incentive Plan that isare intended to
prevent the loss of the federal income tax deductions available to the
Corporation for the amount of any compensation in excess of $1,000,000 paid thereunder to the chief
executive officer and the four other most highly-compensated officers. In
accordance with the Annual Incentive Plan,these plans, the Committee structured the 19992000 executive
compensation program to qualify for deduction all compensation paid thereunder
to these officers, and it intends to do likewise with the executive compensation
programs for 20002001 and future years as long as doing so is compatible with what
the Committee considers to be a sound compensation program. However, some of the
payments to these officers under the Long Term Incentive Plan that resulted from
the change of control of the Corporation that occurred as a result of the
approval by the Corporation's shareholders of a proposed merger with Entergy
Corporation may not be deductible by the Corporation for federal income tax
purposes. The actual amount that may not be deductible is not determinable at
this time.
The Committee determines an executive's competitive total level of compensation
based on information drawn from a variety of sources, including utility and
general industry surveys, proxy statements, and independent compensation
consultants. The Corporation's "comparator group" consists of nine electric
utilities (all of which are included in the Dow Jones Electric Utilities Index
and eight of which are included
10
in the Standard & Poor's Electric Companies Index),
seven telecommunications companies, and eight general industrial
and telecommunications companies located in the Southeast. Electric utility
industry trends (i.e., deregulation and increasing competition) and the need to
recruit from outside the industry are the principal reasons for including
companies other than electric utilities in the comparator group.
There are three components to the Corporation's executive compensation program:
base salary, annual incentive compensation, and long-term incentive
compensation. In 1999,2000, the three components were structured so that base salary
represented 25% to 60% of an executive officer's total targeted compensation,
annual incentive compensation represented 15% to 25% of such compensation, and
long-term incentive compensation represented 20% to 55% of such compensation.
The more senior the position, the greater the portion of compensation that is
based on performance.
Base salaries are set by the Committee and are designed to be competitive with
the comparator group companies described above. Generally, the Committee targets
salary levels between the second and third quartiles of the comparator group,
adjusted to reflect the individual's job experience and responsibilities.
Increases in base salaries are based on the comparator group's practices, the
Corporation's performance, the individual's performance, and increases in cost
of living indices. The corporate performance measures used in determining
adjustments to executive officers' base salaries are the same performance
measures used to determine annual incentive compensation, weighted as discussed
below in regard to the chief executive officer's compensation. Base salaries are
reviewed and adjusted annually. James L. Broadhead's employment agreement
provides that his base salary shall not be less
thanat least equal to his base salary as in
effect when the agreement was signed in 1993; otherwise
his2000 and shall be reviewed at least annually and increased
substantially consistent with increases in base salary is subjectawarded to annual reviewpeer
executives of the Corporation, but not less than increases in accordance with the Corporation's
normal practices. Base salaries are reviewed and adjusted annually.consumer price
index.
Annual incentive compensation is based on the attainment of net income goals for
the Corporation which are established by the Committee at the beginning of the
year. The amounts earned on the basis of this performance measure are subject to
reduction based on the degree of achievement of other corporate performance
measures (and in the case of FPL,Florida Power & Light Company, business unit
performance measures), and in the discretion of the Committee. These other
corporate performance measures, which for 19992000 consisted of the financial and
operating indicators discussed below in regard to the chief executive officer's
compensation, and business unit performance measures were also established by
the Committee at the beginning of the year. For 1999,2000, the net income goal was
met, and the average level of achievement of the other performance 9
measures
exceeded the targets. However, the amounts paid out for 19992000 were less than the
amounts that could have been paid based on the attainment of the net income
goal.
Long-term incentive compensation is based primarily on the average level of
achievement under the annual incentive plans over a four-year period for
performance share awards and on the average annual total shareholder return of
FPL Group, as compared to that of the Dow Jones Electric Utilities Index
companies over a three-year period for shareholder value awards. Targeted
awards, in the form of shares granted under the Corporation's Long Term
Incentive Plan, are made at the beginning of the period. Since one of the goals
of the performance share program is to link directly the financial interests of
FPL Group's shareholders and senior management, four-year performance share
award payouts (except for cash for the payment of incomes taxes) are made in
shares of Common Stock which the recipient is expected, absent special circumstances,consistent with general
guidelines, to hold for the duration of his or her employment. No payout was madeLong-term
incentive compensation also includes stock options and restricted stock in
amounts intended to ensure that the Corporation's total executive compensation
program is competitive, in terms of both composition and amount, with respect to shareholder value
awardsthe
compensation programs of other companies with which the Corporation competes for
the three-year period ended December 31, 1999.executive talent.
For 1999,2000, Mr. Broadhead, FPL Group's chief executive officer, was paid
$1,000,000$1,050,000 in base salary, $950,000$50,000 of which he agreed to defer, and $1,220,625
in annual incentive compensation, and
$1,148,751 (consisting of 28,104 shares of Common Stock) in long-term incentive compensation. The base salary reflects the Committee's
assessment of Mr. Broadhead's overall performance and an analysis of the
salaries of the chief executive officers in the comparator group.
11
Mr. Broadhead's annual incentive compensation for 19992000 was based on the
achievement of the Corporation's net income goals and the following performance
measures for Florida Power & Light Company ("FPL") (weighted 75%) and the
non-utility and/or new businesses (weighted 25%) and upon certain qualitative
factors. For FPL, the incentive performance measures were financial indicators
(weighted 50%) and operating indicators (weighted 50%). The financial indicators
were operations and maintenance costs, capital expenditure levels, net income,
regulatory return on equity, and operating cash flow. The operating indicators
were service reliability as measured by the frequency and duration of service
interruptions and service unavailability; system performance as measured by
availability factors for the fossil power plants and an industry index for the
nuclear power plants; employee safety; number of significant environmental
violations; customer satisfaction survey results; load management installed
capability; and conservation programs' annual installed capacity. For the
non-utility and/or new businesses, the performance measures were total combined
return on equity; non-utility net income and return on equity; corporate and
other net income; employee safety; number of significant environmental
violations; and the development of a plan to meet five-year growth objectives.
The qualitative factors included measures to position the Corporation for
greaterincreased competition and initiating other actions that significantly strengthen
the Corporation and enhance shareholder value.
The long-term compensation payoutFPL Group shareholders' December 15, 2000, approval of a proposed merger with
Entergy Corporation resulted in a change of control under the definition in FPL
Group's 1994 Long Term Incentive Plan. Upon the change of control, all
performance criteria of performance-based awards, restricted stock and other
stock-based awards held by the executive officers were deemed fully achieved and
all such awards were deemed fully earned and vested; all options and other
exercisable rights became exercisable and vested; the restrictions, deferral
limitations and forfeiture conditions applicable to all awards under the Plan
lapsed and such awards became fully vested; and, in general, all outstanding
awards were canceled and the holder thereof paid in cash on the basis of the
highest trading price of FPL Group common stock during the 60-day period
preceding the date that the shareholders approved the merger. As was estimated
in the joint proxy statement/prospectus dated November 7, 2000, the actual cash
payment due upon change of control to Mr. Broadhead for his Long Term Incentive
Plan awards was based on an average level
of achievement of better than 100% of target with respect to the annual
incentive plans for the four years ended December 31, 1999. As in 1999, the
performance measures for 1996, 1997, and 1998 were based on predefined
financial, operational, and strategic objectives.$22,686,674.
Respectfully submitted,
THE COMPENSATION COMMITTEE
J. Hyatt Brown, Chairman B. F. Dolan
H. Jesse Arnelle Drew Lewis
Robert M. Beall, II Paul R. Tregurtha
Armando M. Codina
10Paul R. Tregurtha
12
EXECUTIVE COMPENSATION
The following table sets forth compensation paid during the past three years to
FPL Group's chief executive officer and the other four most highly-compensated
persons who served as executive officers of FPL Group, Florida Power & Light
Company ("FPL"), or FPL Energy, LLC at December 31, 1999.2000.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------- ---------------------------------------------------------------------
OTHER RESTRICTED SECURITIES
NAME AND PRINCIPAL ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARD(S)(A) OPTIONS (#)OPTIONS(#) PAYOUTS(B) COMPENSATION(C)
- ------------------ ---- ---------- ---------- ------------- ----------- ----------- --------------------- ----------------
James L. Broadhead.... 1999 $1,000,000 $ 950,000 $19,946 $2,557,800 250,000 $1,148,751 $13,423Broadhead 2000 $1,050,000 $1,220,625 $22,233 2,557,800 $22,686,674 $14,616,061
Chairman and CEO 1999 1,000,000 950,000 19,946 $ 250,000 1,148,751 13,423
of FPL Group and FPL 1998 950,000 1,050,000 10,990 2,004,180 13,456
FPL Group and FPL 1997 900,000 877,500 10,439 1,491,638 12,006
Paul J. Evanson.......Evanson 2000 660,000 660,700 11,105 10,395,654 8,544
President of FPL 1999 628,500 616,900 8,656 1,278,900 150,000 458,985 13,539
President of FPL 1998 592,500 546,900 2,785 704,304 13,746
1997 564,300 423,200 2,646 306,741 15,233
Michael W. Yackira.... 1999 408,500 316,200 8,953 1,278,900 150,000 210,792 10,563Lewis Hay, III (d) 2000 423,000 449,300 14,099 6,696,320 15,661
President of FPL 1998 380,000 326,000 3,482 572,500 344,693 9,9641999 153,846 225,200 6,523 1,359,375 150,000 65,400 3,047
Energy, LLC 1997 320,000 208,000 3,830 236,354 10,7611998
Dennis P. Coyle.......Coyle 2000 442,500 334,100 9,146 6,349,587 8,512
General Counsel and 1999 424,000 275,600 8,445 1,023,120 100,000 251,095 10,879
General Counsel andSecretary of FPL 1998 400,000 288,000 667 412,413 10,910
Secretary of FPL 1997 376,200 211,600 3,830 329,810 11,333
Group and FPL
Thomas F. Plunkett....Plunkett 2000 375,000 243,000 11,121 5,902,937 8,391
President, Nuclear 1999 340,000 219,100 10,088 255,780 100,000 179,564 10,146
President, NuclearDivision of FPL 1998 302,500 177,900 3,482 103,481 10,344
Division of FPL 1997 275,000 123,200 3,482 82,128 11,899
- ------------
(a) At December 31, 1999, Mr. Broadhead2000, none of the named officers held 146,800any shares of
restricted Common StockStock.
(b) FPL Group shareholders' December 15, 2000, approval of a proposed merger
with Entergy Corporation resulted in a valuechange of $6,284,875. Of these, 96,800 sharescontrol under the
definition in FPL Group's 1994 Long Term Incentive Plan. Upon the change of
control, all performance criteria of performance-based awards, restricted
stock and other stock-based awards held by the executive officers were
awarded in
1991 fordeemed fully achieved, and all such awards were deemed fully earned and
vested; all options and other exercisable rights became exercisable and
vested; the purpose of financing Mr. Broadhead's supplemental retirement
planrestrictions, deferral limitations and will offset lump-sum benefits that would otherwise be payableforfeiture conditions
applicable to himall awards under the Plan lapsed; and all outstanding awards
were canceled, and the holders thereof were paid in cash upon retirement. See "Retirement Plans" herein. The remaining
50,000 shares will vest in 2001. At December 31, 1999, Mr. Evanson held
25,000 shares of restricted Common Stock with a value of $1,070,313 that
vest as to 6,250 shares in each of years 2000, 2001, 2002, and 2003;
Mr. Yackira held 35,000 shares of restricted Common Stock with a value of
$1,498,438, 25,000 shares of which vest as to 6,250 shares in each of years
2000, 2001, 2002, and 2003; Mr. Coyle held 20,000 shares of restricted
Common Stock with a value of $856,250 that vest as to 5,000 shares in each
of years 2000, 2001, 2002, and 2003; Mr. Plunkett held 20,000 shares of
restricted Common Stock with a value of $856,250, 5,000 shares of which vest
as to 1,250 shares in each of years 2000, 2001, 2002, and 2003. Dividends at
normal rates are paid on restricted Common Stock.
(b) Payouts were made either entirely in shares of Common Stock, valued at the
closing price on the last business daybasis of the
highest trading price of FPL Group common stock during the 60-day period
preceding payout, or in a combination
of cash (for payment of income taxes) and shares of Common Stock.
Messrs. Evanson and Plunkett deferred their payouts under FPL Group's
Deferred Compensation Plan.shareholder approval.
(c) For 1999,2000, represents employer matching contributions of $7,600$8,075 to employee
thrift plans for each individual and employer contributions for life
insurance as follows: Mr. Broadhead $5,823,$1,342, Mr. Evanson $5,939,$469, Mr. Yackira
$2,963,Hay
$7,586, Mr. Coyle $3,279,$437, and Mr. Plunkett $2,546.
11$316. Also represents distribution
upon the change of control on December 15, 2000, to Mr. Broadhead of his
already vested benefit under his individual supplemental retirement plan.
Mr. Broadhead's vested lump sum benefit payable in cash as of December 15,
2000, was $14,021,598; this amount included the value of 96,800 shares of
restricted Common Stock awarded to him in 1991 for the purpose of financing
this plan, which would have otherwise vested on January 2, 2001. Also
includes $585,046, for Mr. Broadhead, in cash that accrued in a trust
established to receive dividends from the 96,800 restricted shares and that
was not part of the supplemental retirement plan lump sum benefit.
(d) Mr. Hay joined the Corporation in July 1999.
13
LONG TERM INCENTIVE PLAN AWARDS
In 1999,2000, performance awards and shareholder value awards, and stock option awards under FPL Group's Long
Term Incentive Plan were made to the executive officers named in the Summary
Compensation Table as set forth in the following tables.
PERFORMANCE SHARE AWARDS
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
NUMBER PERFORMANCE PERIOD -------------------------------
NAME OF SHARES UNTIL PAYOUT TARGET (#) MAXIMUM (#)
- ---- --------- ------------------ ----------- --------------
James L. Broadhead............................... 19,68728,257 1/1/9900 - 12/31/02 19,687 31,49903 28,257 45,211
Paul J. Evanson.................................. 7,87411,303 1/1/9900 - 12/31/02 7,874 12,598
Michael W. Yackira............................... 4,38703 11,303 18,085
Lewis Hay, III................................... 6,018 1/1/9900 - 12/31/02 4,387 7,01903 6,018 9,629
Dennis P. Coyle.................................. 4,5536,495 1/1/9900 - 12/31/02 4,553 7,28503 6,495 10,392
Thomas F. Plunkett............................... 3,6515,505 1/1/9900 - 12/31/02 3,651 5,84203 5,505 8,808
The performance share awards in the preceding table are, under normal
circumstances, payable at the end of the four-year performance period. The
amount of the payout is determined by multiplying the participant's target
number of shares by his average level of attainment, expressed as a percentage,
which may not exceed 160%, of his targeted awards under the Annual Incentive
Plans for each of the years encompassed by the award period. A description of
the 19992000 Annual Incentive Plan performance indicators is included in the
Compensation Committee Report herein.
SHAREHOLDER VALUE AWARDS
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS
NUMBER PERFORMANCE PERIOD ------------------------------
NAME OF SHARES UNTIL PAYOUT TARGET (#) MAXIMUM (#)
- ---- --------- ------------------ ---------- -------------
James L. Broadhead............................... 13,42319,266 1/1/9900 - 12/31/01 13,423 21,47702 19,266 30,826
Paul J. Evanson.................................. 6,7499,688 1/1/9900 - 12/31/01 6,749 10,798
Michael W. Yackira............................... 3,65502 9,688 15,501
Lewis Hay, III................................... 4,514 1/1/9900 - 12/31/01 3,655 5,84802 4,514 7,222
Dennis P. Coyle.................................. 3,4154,872 1/1/9900 - 12/31/01 3,415 5,46402 4,872 7,795
Thomas F. Plunkett............................... 2,7384,128 1/1/9900 - 12/31/01 2,738 4,38102 4,128 6,605
The shareholder value awards in the preceding table are payable, under normal
circumstances, at the end of the three-year performance period. The amount of
the payout is determined by multiplying the participant's target number of
shares by a factor derived by comparing the average annual total shareholder
return of FPL Group (price appreciation of FPL Group Common Stock plus
dividends) to the total shareholder return of the Dow Jones Electric Utilities
Index companies over the three-year performance period. The payout may not
exceed 160% of targeted awards.
12
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED TO EXERCISE OR GRANT DATE
UNDERLYING OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) (A) FISCAL YEAR ($/SHARE) DATE ($) (B)
- ---- ------------------ ------------------ ----------- ---------- -------------
James L. Broadhead....................... 250,000 19.2% 51.156 2/15/06 2,247,027
Paul J. Evanson.......................... 150,000 11.5% 51.156 2/15/09 1,515,497
Michael W. Yackira....................... 150,000 11.5% 51.156 2/15/09 1,515,497
Dennis P. Coyle.......................... 100,000 7.7% 51.156 2/15/09 1,010,331
Thomas F. Plunkett....................... 100,000 7.7% 51.156 2/15/09 1,010,331
- ------------
(a) Options granted are non-qualified stock options. Mr. Broadhead's options
will be exercisable on November 28, 2001. All other stock options will
become exercisable 25% per year and be fully exercisable after four years.
All options were granted at an exercise price per share of 100% of the fair
market value ofOn December 15, 2000, FPL Group Common Stock onshareholders approved a proposed merger with
Entergy Corporation, resulting in a change of control under the date of grant.definition in
FPL Group's 1994 Long Term Incentive Plan. See note (b) The values shown reflect standard application of the Black-Scholes pricing
model. Volatility is equal to 18.08% and yield is equal to 3.81%. The
interest rate is equal to the U.S. Treasury Strip Rate on the date of grant
with a term equal to that of the option (5.19% for the 7-year options
expiring 2/15/06 and 5.40% for the 10-year options expiring 2/15/09). The
values do not take into account risk factors such as non-transferability or
risk of forfeiture.
The preceding table sets forth information concerning individual grants of
common stock options during fiscal year 1999 to the executive officers named in the Summary
Compensation Table.
Such awards are also listed in the Summary
Compensation Table of this Proxy Statement in the column entitled "Securities
Underlying Options."
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
ACQUIRED ON YEAR-END (#) FISCAL YEAR-END ($)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------ ----------- ------------- ----------- -------------
James L Broadhead....................... 0 0 0 250,000 0 0
Paul J. Evanson......................... 0 0 0 150,000 0 0
Michael W. Yackira...................... 0 0 0 150,000 0 0
Dennis P. Coyle......................... 0 0 0 100,000 0 0
Thomas F. Plunkett...................... 0 0 0 100,000 0 0
The preceding table sets forth information, with respect to the named officers concerning the exercise ofdid not receive any stock optionsoption grants during the fiscal year and unexercised
options held at the end of the fiscal year. The named officers2000, did not
exercise any stock options during 19992000, and held no exercisable options at the
end of the year.
All of the unexercisable options shown in the preceding table were granted
in 1999. At December 31, 1999, the fair market value of the underlying
securities (based on the closing share price of FPL Group Common Stock reported
on the NYSE of $42.8125 per share) did not exceed the exercise or base price of
the options, therefore the options were not in-the-money at fiscal year-end.14
RETIREMENT PLANS
FPL Group maintains a non-contributory defined benefit pension plan and a
supplemental executive retirement plan.plan (SERP). The FPL Group Employee Pension
Plan and SERP were amended to a cash balance style plan effective April 1, 1997.
Employees who were SERP participants on that date were not affected by the
change, however. The following table shows the estimated annual benefits to
employees not affected by the change, which includes all of the executive
officers named in the Summary Compensation table except Mr. Hay. Benefits are
calculated on a straight-line annuity basis, payable uponon retirement in 19992000 at
age 65 after the indicated years of service.
13
PENSION PLAN TABLE
YEARS OF SERVICE
ELIGIBLE AVERAGE --------------------------------------------------------------
ANNUAL COMPENSATION 10 20 30 40 50
- ------------------- ---------- ---------- ---------- ---------- ----------
300,$000....... $ 300,00058,704 $ 58,809117,397 $ 117,606146,101 $ 146,414154,543 $ 154,909 $ 157,297
400,000 78,809 157,606 196,414 207,409 209,797
500,000 98,809 197,606 246,414 259,909 262,297
600,000 118,809 237,606 296,414 312,409 314,797
700,000 138,809 277,606 346,414 364,909 367,297
800,000 158,809 317,606 396,414 417,409 419,797
900,000 178,809 357,606 446,414 469,909 472,297
1,000,000 198,809 397,606 496,414 522,409 524,797
1,100,000 218,809 437,606 546,414 574,909 577,297
1,200,000 238,809 477,606 596,414 627,409 629,797
1,300,000 258,809 517,606 646,414 679,909 682,297
1,400,000 278,809 557,606 696,414 732,409 734,797
1,500,000 298,809 597,606 746,414 784,909 787,297
1,600,000 318,809 637,606 796,414 837,409 839,797
1,700,000 338,809 677,606 846,414 889,909 892,297
1,800,000 358,809 717,606 896,414 942,409 944,797
1,900,000 378,809 757,606 946,414 994,909 997,297
2,000,000 398,809 797,606 996,414 1,047,409 1,049,797
2,100,000 418,809 837,606 1,046,414 1,099,909 1,102,297
2,200,000 438,809 877,606 1,096,414 1,152,409 1,154,797
2,300,000 458,809 917,606 1,146,414 1,204,909 1,207,297
2,400,000 478,809 957,605 1,196,414 1,257,409 1,259,797156,931
400,000....... 78,704 157,397 196,101 207,043 209,431
500,000....... 98,704 197,397 246,101 259,543 261,931
600,000....... 118,704 237,397 296,101 312,043 314,431
700,000....... 138,704 277,397 346,101 364,543 366,931
800,000....... 158,704 317,397 396,101 417,043 419,431
900,000....... 178,704 357,397 446,101 469,543 471,931
1,000,000..... 198,704 397,397 496,101 522,043 524,431
1,100,000..... 218,704 437,397 546,101 574,543 576,931
1,200,000..... 238,704 477,397 596,101 627,043 629,431
1,300,000..... 258,704 517,397 646,101 679,543 681,931
1,400,000..... 278,704 557,397 696,101 732,043 734,431
1,500,000..... 298,704 597,397 746,101 784,543 786,931
1,600,000..... 318,704 637,397 796,101 837,043 839,431
1,700,000..... 338,704 677,397 846,101 889,543 891,931
1,800,000..... 358,704 717,397 896,101 942,043 944,431
1,900,000..... 378,704 757,397 946,101 994,543 996,931
2,000,000..... 398,704 797,397 996,101 1,047,043 1,049,431
2,100,000..... 418,704 837,397 1,046,101 1,099,543 1,101,931
2,200,000..... 438,704 877,397 1,096,101 1,152,043 1,154,431
2,300,000..... 458,704 917,397 1,146,101 1,204,543 1,206,931
2,400,000..... 478,704 957,397 1,196,101 1,257,043 1,259,431
2,500,000..... 498,704 997,397 1,246,101 1,309,543 1,311,931
2,600,000..... 518,704 1,037,397 1,296,101 1,362,043 1,364,431
2,700,000..... 538,704 1,077,397 1,346,101 1,414,543 1,416,931
2,800,000..... 558,704 1,117,397 1,396,101 1,467,043 1,469,431
The compensation covered by the plans includes annual salaries and bonuses of
certain officers of FPL Group and FPL Energy, and annual salaries of officers of FPL, as shown
in the Summary Compensation Table, but no other amounts shown in that table.
The estimatedEstimated credited years of service for the executive officers named in the Summary
Compensation Table are: Mr. Broadhead, 1112 years; Mr. Evanson, 7 years; Mr. Yackira, 108 years;
Mr. Coyle, 1011 years; and Mr. Plunkett, 910 years. Amounts shown in the table
reflect deductions to partially cover employer contributions to social security.
Under the cash balance benefit formula, credits are accumulated in an employee's
account, being determined as a percentage of the employee's monthly recognized
earnings in accordance with the following formula:
PERCENT OF
YEARS OF SERVICE COMPENSATION
---------------- ------------
0-5 4.5%
5-30 6.0%
Over 30 0.0%
15
In addition, the employee's account is credited monthly with interest at an
annual rate that is based upon the yield on one-year Treasury Constant
Maturities. A supplemental retirement plan forhigher rate can be provided at the Corporation's discretion.
Mr. Broadhead provides for a lump-sumHay is the only named executive officer covered by the cash balance plan.
His estimated age 65 annual retirement benefit equal topayable under that plan is
$117,408. This estimate assumes his 2000 pensionable earnings (which includes
annual salary and bonus as shown in the then present valueSummary Compensation Table) remain level
and a cash balance interest crediting rate of a joint and survivor
annuity providing annual payments to him or his surviving beneficiary equal to
61% to 70% of his average annual compensation for the three years prior to his
retirement between age 62 (1998) and5.0%. The estimated age 65 (2001), reduced by the then present
value of the annual amount of paymentscash
balance account was converted to which he is entitled under all other
pensionan annuity based on a 5.72% discount rate and
retirement plans of FPL Group and former employers. This benefit is
further reduced by the then value of 96,800 shares of restricted Common Stock
which vest in 2001. Upon a change in control of FPL Group (as defined below
under "Employment Agreements"), the restrictions on the restricted stock lapse
and the full retirement benefit becomes payable. Upon termination of
Mr. Broadhead's employment agreement (also described below) without cause, the
restrictions on the restricted stock lapse, and he becomes fully vested under
the supplemental retirement plan.1983 GAM Unisex mortality.
A supplemental retirement plan for Mr. Coyle provides for benefits upon
retirement at age 62 (2000) or more, based on two
times his credited years of service. A supplemental retirement plan for
Mr. Evanson provides for benefits based on two times his credited years of
service up to age 65 and one times his credited years of service thereafter. A
supplemental retirement plan for Mr. Plunkett provides for benefits, upon
retirement at age 62 or more, based on two times his credited years of service
up to age 65 and one times his credited years of service thereafter.
In 1998, the vesting schedule attached to 10,000 shares of restricted Common
Stock held by C.O. Woody, then President of the Power Generation Division of
FPL, was amended to coincide with Mr. Woody's planned retirement in June 1999.
As a consequence of the amended vesting schedule, Mr. Woody was indebted to FPL
for a period of less than two weeks in June 1999 for $147,133 in taxes owed upon
vesting of the shares.
14
The Corporation sponsors a split-dollar life insurance plan for certain of its
senior officers.officers, including the executive officers named in the Summary
Compensation Table. Benefits under the split-dollar plan are provided by
universal life insurance policies purchased by the Corporation. If the officer
dies prior to retirement (defined to include age plus years of service), the
officer's beneficiaries generally receive two and one-half times the officer's
annual salary at the time of death. If the officer dies after retirement but
before termination of his split-dollar agreement, the officer's beneficiaries
receive between 50% to 100% of the officer's final annual salary. Upon
termination of the agreement after 10 years, at age 65 or termination of
employment which qualifies as retirement, whichever is later, the life insurance
policies will be assigned to the officer or his beneficiary. Each officer is
taxable on the insurance carrier's one-year term rate for his life insurance
coverage.
EMPLOYMENT AGREEMENTS
TheOn December 15, 2000, when FPL Group's shareholders approved a proposed merger
with Entergy Corporation, has anpreviously-existing employment agreement with Mr. Broadhead that provides for
automatic one-year extensions after 2000 unless either party elects not to
extend. The agreement provides for a minimum base salary of $765,900 per year,
subject to increases based upon corporate and individual performance and
increases in cost-of-living indices, plus annual and long-term incentive
compensation opportunities at least equal to those currently in effect. Ifagreements between the
Corporation terminates Mr. Broadhead's employment without cause, he is entitled
to receive a lump-sum payment of two years' compensation. Compensation is
measured by the then current base salary plus the average of the preceding two
years' annual incentive awards. He would also be entitled to receive all amounts
accrued under all performance share grants in progress, prorated for the year of
termination and assuming achievement of the targeted award, and to full vesting
of his benefits under his supplemental retirement plan.
The Corporation and certain of its subsidiaries have entered into employment
agreements with certain officers, including the individuals named in the Summary
Compensation Table, to become effective in the event of a change of control of
the Corporation, which is defined as the acquisition of beneficial ownership of
20% of the voting power of the Corporation, certain changes in the Corporation's
Board, or approval by the shareholders of the liquidation of the Corporation or
of certain mergers or consolidations or of certain transfers of the
Corporation's assets. These agreements are intended to assure the Corporation of
the continued services of key officers.became effective. The agreements provide that eachthe officer
shall be employed by the Corporation or onefor a period of its subsidiariesfour years (five years in
the case of Mr. Broadhead) in a position at least commensurate with his then
current position
with compensation and benefitsthe Corporation in December 2000. During the employment period the officer
shall be paid an annual base salary at least equal to his annual base salary for
2000, with annual increases consistent with those awarded to other peer officers
of the Corporation, but not less than the increases in the consumer price index;
shall be paid an annual bonus at least equal to the then
current base and incentive compensation and benefit levels,highest bonus paid to him
for an employment
periodany of four and, in certain cases, fivethe three years after a change of control
occurs. The agreements also provide thatimmediately preceding 2000; be given the maximum amount payable under allopportunity
to earn long-term incentive compensation grants outstanding onat least as favorable as such
opportunities given to other peer officers of the date a changeCorporation during 2000 or
thereafter; and shall be entitled to participate in employee benefit plans
providing benefits at least as favorable as those provided to other peer
officers of control occurs is payable in cash; all stock options are vested and exercisable;
and all restrictions on restricted stock lapse.the Corporation during 2000 or thereafter.
In the event that the officer's employment is terminated (except for death,
disability, or cause) or if the officer terminates his employment for good
reason, as defined in the agreement, the officer is entitled to severance
benefits in the form of a lump-sum payment equal to the compensation due for the
remainder of the employment period or for two years, whichever is longer. Such
benefits would be based on the officer's then base salary plus an annual bonus
at least equal to the highest bonus for the three years preceding the change of
control.year 2000. The officer is also entitled to
the maximum amount payable under all long-term incentive compensation grants
outstanding, continued coverage under all employee benefit plans, supplemental
retirement benefits, and reimbursement for any tax penalties incurred as a
result of the severance payments.
16
SHAREHOLDER PROPOSALS
Proposals on matters appropriate for shareholder consideration consistent with
the regulations of the Securities and Exchange Commission submitted by
shareholders for inclusion in the proxy statement and form of proxy for the 20012002
Annual Meeting of Shareholders must be received at FPL Group's principal
executive offices on or before December 1, 2000.4, 2001. After February 14, 2001,15, 2002, notice
to FPL Group of a shareholder proposal submitted for consideration at the 20012002
Annual Meeting of Shareholders, which is not submitted for inclusion in FPL
Group's proxy statement and form of proxy, will be considered untimely and the
persons named in the proxies solicited by FPL Group's Board of Directors for the
20012002 Annual Meeting of Shareholders may exercise discretionary voting power with
respect to any such proposal.
15
Shareholder proposals may be mailed to Dennis P.
Coyle, Secretary, FPL Group, Inc., Post Office Box 14000, 700 Universe
Boulevard, Juno Beach, Florida 33408-0420.
GENERAL
The expense of soliciting proxies will be borne by FPL Group. Proxies will be
solicited principally by mail, but directors, officers, and regular employees of
FPL Group or its subsidiaries may solicit proxies personally, by telephone or
by telephone.other electronic media. FPL Group has retained Corporate Investor
Communications, Inc. to assist in the solicitation of proxies, for which
services it will be paid a fee of $5,000 plus out-of-pocket expenses. FPL Group
will reimburse custodians, nominees or other persons for their out-of-pocket
expenses in sending proxy materials to beneficial owners.
OTHER BUSINESS
The Board of Directors does not know of any other business to be presented at
the meeting and does not intend to bring before the meeting any matter other
than the proposalsproposal described herein. However, if any other business should come
before the meeting, or any adjournments thereof, the persons named in the
accompanying proxy card will have discretionary authority to vote all proxies.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT YOUR SHARES BE
REPRESENTED AT THE ANNUAL MEETING. ACCORDINGLY, YOU ARE RESPECTFULLY REQUESTED
TO MARK, SIGN, DATE, AND RETURN THE ACCOMPANYING PROXY CARD AT YOUR EARLIEST
CONVENIENCE. ALTERNATIVELY, YOU MAY CAST YOUR VOTE BY TELEPHONE OR
ELECTRONICALLY BY FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Dennis P. Coyle
DENNIS P. COYLE
Secretary
March 31, 2000
16April 13, 2001
17
0732-PS-00
APPENDIX
FPL GROUP, INC.
PRESORTED
Human Resources Corporate/JB STANDARD
P.O. Box 14000 Juno Beach, FL 33408 RATE
U.S. POSTAGE
PAID PROXY
TABULATOR
CONFIDENTIAL:
IMPORTANT PROXY
MATERIALS ENCLOSED
FOR FASTER, MORE CONVENIENT VOTING INSTRUCTIONS
USE THE INTERNET OR TELEPHONE
VOTING INSTRUCTIONS BY PHONE: Call toll-free 1-888-221-0697
INTERNET VOTING INSTRUCTIONS: www.401kproxy.com
Please fold and detach card at perforation before mailing
PLEASE SEE REVERSE SIDE FOR IMPORTANT INFORMATION
FPL GROUP, INC.
FIDELITY MANAGEMENT TRUST COMPANY
TRUSTEE FOR THE FPL GROUP THRIFT PLANS
This card, when properly executed and returned, will instruct Fidelity
Management Trust Company, the TrusteeAudit Committee of the FPL Group Thrift Plans,Board of Directors
CHARTER
I. MEMBERSHIP
The Committee shall consist of not less than three directors. The members of
the Committee shall meet the independence and experience requirements of the
New York Stock Exchange.
II. COMMITTEE CHAIRMAN
One member of the Committee shall be designated its Chairman and shall
preside over the meetings of the Committee and report to vote the numberBoard.
III. REPORTING
The Committee shall report its activities to the full Board on a regular
basis.
IV. ADMINISTRATIVE SECRETARY
The Committee shall designate an administrative secretary who shall not be a
member of shares representing your proportionate intereststhe Committee. The administrative secretary shall keep minutes of
the meetings of the Committee and perform such other functions as are
designated by the Committee.
V. RESPONSIBILITIES
The responsibilities of the Committee are to assist the Board in monitoring
(1) the Corporation's internal control structure, (2) the financial
reporting process and (3) the independence and performance of the
Corporation's Internal Audit Department and the Independent Certified Public
Accountants ("CPA"). In order to fulfill these responsibilities, the
Committee must interface with management, the Internal Audit Department and
the CPA.
The duties of Committee that relate primarily to the Corporation and its
management are:
-Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
-Review and discuss the annual audited financial statements of the
Corporation with management, including major issues regarding accounting
and auditing principles and practices as well as the adequacy of internal
controls that could significantly affect the Corporation's financial
statements, and based on such discussions, recommend to the Board whether
such audited financial statements should be included in the FPL Group
Stock FundCorporation's
Form 10-K.
-The audit committee chairman to review with management and the Leveraged ESOP Stock FundCPA the
Corporation's quarterly financial statements prior to the filing of the
Corporation's Quarterly Reports on Form 10-Q.
-Afford the chief financial officer and chief accounting officer open lines
of communication to the Committee.
-Review management's and the CPA's analysis of significant financial
reporting issues and judgments made, and suggested major changes to the
Corporation's auditing and accounting principles and practices, in
connection with the preparation of the Corporation's financial statements.
A-1
-Review with the Corporation's general counsel legal matters that may have a
material impact on the financial statements.
-Review management's program to monitor compliance with the Corporation's
Code of Conduct.
-Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the FPL Group Thrift Plans
("your shares")Corporation's annual proxy statement.
-Assist the Corporation as necessary in the manner you indicatedCorporation's preparation of the
annual written affirmation regarding the Committee required by the New York
Stock Exchange.
The duties of the Committee that relate primarily to the Internal Audit
Department are:
-Afford the Corporation's director of internal audit unrestricted access to
the Committee.
-Discuss the adequacy of the internal audit program with the director of
internal audit.
-Review with the director of internal audit, on at least an annual basis,
the reverse sideproposed schedule for audits for the next fiscal year.
-Review the significant reports to management prepared by the Internal Audit
Department and management's responses.
The duties of the Committee that relate primarily to the CPA are:
-Receive periodic formal written statements from the CPA regarding the CPA's
independence as required by Independence Standards Board Standard No.1 and
discuss such reports and the CPA's independence with the CPA, particularly
with respect to any disclosed relationships or services that may impact the
objectivity and independence of the CPA.
-If so determined by the Committee, recommend that the Board take
appropriate action in response to the CPA's reports to satisfy itself of
the independence of the CPA.
-Recognize that the CPA is ultimately accountable to the Board and to the
Committee.
-Evaluate and recommend the CPA to the Board for appointment by the Board.
-Evaluate with the Board the performance of the CPA, and if the Committee so
determines, recommend that the Board replace the CPA.
-Review with the CPA the scope of its audit of the Corporation.
-Discuss with the CPA the matters required to be discussed by Statement on
Auditing Standards No. 61 relating to the conduct of the audit.
-Review with the CPA any problems or difficulties the CPA may have
encountered and any management letter provided by the CPA and the
Corporation's response to the letter.
-Discuss with the CPA any non-audit services provided to the Corporation and
the fees charged for those services.
-Provide routine open access to both the Committee and the Board to discuss
any matters thought appropriate.
VI. MEETINGS--LOCATION AND NUMBER
The Committee shall meet four times during the year, or as otherwise called
by the Chairman of the Committee or as directed by the Board. Meetings will
be held at the principal offices of the Corporation or as directed by the
Chairman of the Committee.
A-2
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the CPA. It is not the duty of the Committee to
conduct investigations, to resolve disagreements, if any, between management and
the CPA or to assure compliance with laws and regulations and the Corporation's
Code of Conduct.
Adopted: May 15, 2000
A-3
0732-PS-01
Dear Shareholder: April 13, 2001
You are cordially invited to attend the Annual Meeting of Shareholders of FPL Group, Inc. which willto be
held on May 15, 2000,
and any adjournment or postponement thereof. Your instructions will determine
the vote on a proportionate number of unallocated shares. If you sign and return
this card, but do not indicate your vote, if you do not sign the card, or if
your card is not received by May 9, 2000, the Trustee will not vote your shares.
However, the Trustee will vote your proportionate number of unallocated shares
in the same manner as it votes Leveraged ESOP shares for which instructions were
received.
Date _________, 2000
Please date and sign your name
as it appears on this card.
______________________________
______________________________
(Signature)
(See Reverse Side) 913
March 31, 2000
FPL GROUP, INC.
P.O. Box 14000
Juno Beach, FL 33408
To Thrift Plan Participant:
The 2000 FPL Group, Inc. Annual Meeting of Shareholders will be heldat 10:00 a.m. on Monday, May 15, 2000 in Palm Beach Gardens, Florida,14, 2001, at the PGA National Resort, 400
Avenue ofPalm
Beach Gardens, Florida. Detailed information as to the Champions,business to be transacted
at 10:00 A.M. The FPL Group, Inc. Proxy Statement and
the 1999 Annual Report are enclosed for your review.
As a participantmeeting is contained in the FPL Group Employee Thrift Plans,accompanying Notice of Annual Meeting and
Proxy Statement.
Regardless of whether you are a shareholder
of FPL Group, Inc. You may direct Fidelity Management Trust Company,plan to attend the Thrift
Plans Trustee, on howmeeting, it is important that your
shares be voted. Accordingly, we ask that you wish to vote your proportionate interest in the shares as soon as
possible using one of FPL Group, Inc. common stock held in the Thrift Plans Trust.
You may send your instructions to the Trusteethree convenient methods: over the telephone, over the
Internet or by signing and returning your proxy card in the envelope provided.
If you plan to attend the meeting, please mark the appropriate box on the internet, or by mail. To send your voting instructions by telephone, simply dial
1-888-221-0697 from a touch tone phone. To send instructions over the internet,
visit the website at www.401kproxy.com. If you do not wish to instruct the
Trustee on the voting of your shares by phone or by internet, you should
detatch, complete, and return the instruction card at the bottom of this letter
to the Trustee in the enclosed envelope.
The FPL Group, Inc. common stock held in the Thrift Plans Trust has been divided
into two funds - the FPL Group Stock Fund and the FPL Group Leveraged ESOP Fund.
Your voting instructions will tell the Trustee how to vote the number of shares
reflecting your proportionate interest in each of these two funds. Your voting
instructions will also determine the vote on a proportionate number of the
Leveraged ESOP shares which are held in the Thrift Plan, but not yet allocated
to participants. (For more information about the Leveraged ESOP feature of the
Thrift Plan refer to your Employee Handbook.)
If you do not give the Trustee your voting instructions, your shares will not be
voted. However, your proportionate share of the unallocated Leveraged ESOP
shares will be voted by the Trustee in the same manner as it votes Leveraged
ESOP shares for which instructions are received.
You must provide Instructions to the Trustee by May 9, 2000. You may issue
instructions by telehone or internet until 12:00 Midnight on that day. If you
are sending instructions by mail, the Trustee must receive your executed
instruction card by May 9, 2000.
The FPL Group Board of Directors recommends a vote "FOR" items 1 and 2. Please
review the information provided carefully and take the time to instruct the
Trustee as to the voting of your shares. Remember, your vote is very important.
(SEE REVERSE SIDE FOR TELEPHONE OR INTERNET VOTING INSTRUCTIONS.)
Please fold and detach card at perforation before mailing
VOTING INSTRUCTION CARD
Please vote by filling in the boxes below.
1. Election of Directors: 01) H. Jesse Arnelle, FOR WITHHELD
02) Sherry S. Barrat, / / / /
03) Robert M. Beall, II,
04)proxy.
Sincerely,
/s/ James L. Broadhead
05) J. Hyatt Brown,
06) Armando M. Codina,
07) Marshall M. Criser,
08) Willard D. Dover,
09)Alexander W. Dreyfoos Jr.,
10) Paul J.Evanson,
11) Drew Lewis,
12) Frederic V. Malek,----------------------
James L. Broadhead
Chairman of the Board and
13) Paul R. Tregurtha.
______________________________________
For all nominees except as noted above
2. Ratification of Auditors FOR AGAINST ABSTAIN
/ / / / / /
3. Such other business as may properly come before the meeting
(SIGN ON REVERSE SIDE) 913
Chief Executive Officer
DETACH HERE PROXYIF MAILING
- --------------------------------------------------------------------------------
PROXY/VOTING INSTRUCTIONS
FPL GROUP, INC.
P.O. Box 9381
BOSTON, MA 02205
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dennis P. Coyle, Lawrence J. Kelleher, and
Mary Lou Kromer, and each of them, with power of substitution, proxies of the
undersigned, to vote all shares of Common Stock of FPL Group, Inc. that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders to
be held May 15, 2000,14, 2001, and any adjournment or postponement thereof, upon the
matters referred to on this proxy and, in their discretion, upon any other
business that may properly come before the meeting.
This Proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this Proxy will be voted FOR
proposals 1proposal 1.
If you are a participant in any of FPL Group, Inc.'s Employee Thrift Plans
(the "Plans"), this proxy information will be forwarded to Fidelity Management
Trust Company, as Trustee of the Thrift Plans, and 2.
1. Electionwill tell the Trustee how to
vote the number of Directors: H. Jesse Arnelle, Sherry S. Barrat, Robert M. Beall,
II, James L. Broadhead, J. Hyatt Brown, Armando M. Codina, Marshall M. Criser,
Willard D. Dover, Alexander W. Dreyfoos, Jr., Paul J. Evanson, Drew Lewis,
Frederic V. Malekshares of Common Stock reflecting your proportionate interest
in the FPL Group Stock Fund and Paul R. Tregurtha.
________________ ________________the FPL Group Leveraged ESOP Fund. Your
instructions will also determine the vote on a proportionate number of the
Leveraged ESOP shares which are held in the Thrift Plans but not yet allocated
to participants. If you do not give the Trustee voting instructions, the number
of shares reflecting your proportionate interest will not be voted, but your
proportionate share of the unallocated Leveraged ESOP shares will be voted by
the Trustee in the same manner as it votes unallocated shares for which
instructions are received.
- ------------- -------------
SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE ________________ ________________SIDE
- ------------- -------------
FPL Group, Inc.[FPL LOGO]
P.O. BOX 14000
JUNO BEACH, FL 33408
March 31, 2000
Dear Shareholder:9398
BOSTON, MA 02205-9398
You are cordially invitedmay vote your shares by using the Internet or a touch-tone telephone
anytime, 24 hours a day, 7 days a week. Your Internet or telephone vote
authorizes the named proxies to attend the Annual Meeting of Shareholders to be
held at 10:00 a.m. on Monday May 15, 2000, at the PGA National Resort, Palm
Beach Gardens, Florida. Detailed information as to the business to be transacted
at the meeting is containedvote your shares in the same manner as if you
mailed, signed and returned your proxy card.
TO VOTE BY TELEPHONE:
o Read the accompanying Notice of Annual MeetingProxy Statement and Proxy Statement.
Regardless of whether you plan to attendCard.
o Locate your 14-digit VOTER CONTROL NUMBER located on your proxy card above
your name.
o Using a touch-tone phone, call toll-free 1-877-779-8683. THERE IS NO CHARGE
TO YOU FOR THIS CALL.
o Follow the meeting, it is important thatrecorded instructions.
TO VOTE BY INTERNET:
o Read the accompanying Proxy Statement and Proxy Card.
o Locate your shares be voted. Accordingly, we ask that you14-digit VOTER CONTROL NUMBER located on your proxy card above
your name.
o GO TO THE WEB ADDRESS: http://www.eproxyvote.com/fpl
o Follow the instructions.
TO VOTE BY MAIL:
o Read the accompanying Proxy Statement and Proxy Card.
o Mark, sign and returndate your proxy as soon
as possiblecard and return it in the envelope provided.
RECEIVE FUTURE MATERIALS VIA THE INTERNET
In order to save money on printing and mailing costs we are offering
shareholders the opportunity to consent to receive annual meeting materials by
e-mail instead of by U.S. mail. If you plan to attendhave an e-mail account and Internet
access, please take advantage of this option by voting online and indicating
your consent for electronic delivery or accessing http://www.econsent.com/fpl
and then following the meeting, please
mark the appropriate box on the proxy.
Sincerely,
----------------------------
James L. Broadhead
Chairman of the Board and
Chief Executive Officer
FPL36Ainstructions.
DETACH HERE IF MAILING
- --------------------------------------------------------------------------------
/X/ Please mark
votes as in
this example.PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1PROPOSAL 1.
1. Election of Directors. NOMINEES:
(01) H. Jesse Arnelle, (02) Sherry S. Barrat, (03) Robert M. Beall, II,
(04) James L. Broadhead, (05) J. Hyatt Brown, (06) Armando M. Codina,
(07) Willard D. Dover, (08) Alexander W. Dreyfoos, Jr., (09) Paul J. Evanson,
(10) Frederic V. Malek and (11) Paul R. Tregurtha
FOR WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
/ / / /
--------------------------------------
For all nominees except as noted above
2. In their discretion, such other business as may properly come
before the meeting.
MARK HERE MARK HERE
FOR ADDRESS IF YOU PLAN
CHANGE AND 2.
1. Election of FOR WITHHELD 2. Ratification of FOR AGAINST ABSTAIN
Directors / / / / Auditors / / / / / /
(see reverse)
3. Such other business as may properly come before the
meeting For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
When signing as attorney, executor, trustee, guardian,
or corporate officer, please give title. For joint
account, each joint owner should sign.
Signature:___________________________ Date:__________________
Signature:___________________________ Date:__________________ \
TO ATTEND
NOTE AT LEFT THE MEETING
/ / / /
When signing as attorney, executor, trustee, guardian, or corporate officer,
please give title. For joint account, each joint owner should sign.
Signature:______________ Date:________ Signature:_______________ Date:__________