UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: May 21, 2010
Commission File Number | | Exact name of registrant as specified in its charter, address of principal executive offices and registrant's telephone number | | IRS Employer Identification Number |
1-8841 | NextEra Energy, Inc. 700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000 | 59-2449419 |
State or other jurisdiction of incorporation or organization: Florida
FPL Group, Inc.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
| (a) | On May 21, 2010, the Board of Directors (Board) of NextEra Energy, Inc., formerly known as FPL Group, Inc. (NextEra Energy or the Company), adopted amendments (Amendments) to the Company’s Amended and Restated Bylaws (Bylaws), effective on the adoption date. The Amendments: |
| | (1) | Add the chairman of the board and the chief executive officer to the list of officers who may sign the Company’s stock certificate. Prior to the Amendments, the president or any vice president and the secretary or any assistant secretary could sign the Company’s stock certificate. |
| | (2) | Remove the requirement that the Company’s stock certificate state the par value of the Company’s stock, as this statement is no longer required under Florida law. |
| | (3) | Expand the provision related to stock certificates to expressly provide that shares of the Company’s stock may be, but are not required to be, represented by stock certificates, and that the Board may authorize the issuance of shares without certificates. Prior to the Amendments, the Bylaws did not contain express provisions with respect to such matters. |
The foregoing description of the Amendments is qualified in all respects by reference to the text of the Amendments, a copy of which is filed as Exhibit 3(ii) to this report and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
| (a) | The Company held its annual meeting of shareholders (Annual Meeting) on May 21, 2010 in Juno Beach, Florida. At the Annual Meeting, the Company’s shareholders approved three proposals. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2010. |
(b) The final voting results with respect to each proposal voted upon at the Annual Meeting are set forth below.
Proposal 1
The Company’s shareholders elected each of the 12 nominees to the Board by a majority of the votes cast, as set forth below:
| | FOR | | WITHHELD | | BROKER NON-VOTES |
| | | | | | |
| Sherry S. Barrat | 257,516,918 | | | 15,699,826 | | | 69,475,908 | |
| Robert M. Beall, II | 268,677,956 | | | 4,538,788 | | | 69,475,908 | |
| J. Hyatt Brown | 266,981,125 | | | 6,235,619 | | | 69,475,908 | |
| James L. Camaren | 270,292,443 | | | 2,924,301 | | | 69,475,908 | |
| J. Brian Ferguson | 270,075,123 | | | 3,141,621 | | | 69,475,908 | |
| Lewis Hay, III | 260,655,553 | | | 12,561,191 | | | 69,475,908 | |
| Toni Jennings | 269,930,315 | | | 3,286,429 | | | 69,475,908 | |
| Oliver D. Kingsley, Jr. | 269,886,216 | | | 3,330,528 | | | 69,475,908 | |
| Rudy E. Schupp | 269,972,219 | | | 3,244,525 | | | 69,475,908 | |
| William H. Swanson | 270,263,025 | | | 2,953,719 | | | 69,475,908 | |
| Michael H. Thaman | 269,085,843 | | | 4,130,901 | | | 69,475,908 | |
| Hansel E. Tookes, II | 263,404,993 | | | 9,811,751 | | | 69,475,908 | |
There were no abstentions in the election of directors.
Proposal 2
The Company’s shareholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010, as set forth below:
| FOR | | AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| | | | | | | |
| 336,823,588 | | 4,735,905 | | 1,133,159 | | - |
Proposal 3
The Company’s shareholders approved a proposal to amend Article I of the Company’s Restated Articles of Incorporation to change the Company’s name to NextEra Energy, Inc., as set forth below:
| FOR | | AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| | | | | | | |
| 325,853,682 | | 13,421,412 | | 3,417,558 | | - |
On May 21, 2010, following approval by the Company's shareholders at the Annual Meeting as reported under Item 5.07, the Company filed Articles of Amendment to the Restated Articles of Incorporation of FPL Group, Inc. Changing the Name of the Corporation with the Department of State of the State of Florida implementing a change in the Company’s name to NextEra Energy, Inc. A copy of the Articles of Amendment to the Restated Articles of Incorporation is filed as Exhibit 3(i) to this report. The Company plans to file a Supplemental Listing Application with the New York Stock Exchange to change its common stock ticker symbol from "FPL" to "NEE," which change is expected to be effective on or about June 23, 2010.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | Exhibit Number | | Description |
| | | | |
| | 3(i) | | Articles of Amendment to the Restated Articles of Incorporation of FPL Group, Inc. Changing the Name of the Corporation filed May 21, 2010 |
| | | | |
| | 3(ii) | | Amendments to the NextEra Energy, Inc. Bylaws dated May 21, 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NextEra Energy, Inc.
(Registrant)
Date: May 24, 2010
| | CHARLES E. SIEVING | |
| | Charles E. Sieving Executive Vice President & General Counsel | |
