EXHIBIT 99.2
REPORT OF THE INSPECTOR OF ELECTIONS IN
CONNECTION WITH THE ANNUAL MEETING
OF SHAREHOLDERS OF
COMMONWEALTH ENERGY CORPORATION
HELD ON NOVEMBER 27, 2001
I, Scott A. Petterson, being the duly appointed Inspector of Election,
certify and file the following report.
1. QUORUM
Shares of Common Stock Outstanding at the Record Date (1) 27,763,703
Shares of Preferred Stock Outstanding at the Record Date (2) 812,500
Total Shares of capital stock outstanding at the Record Date (2) 28,576,203
Shares Necessary for a Quorum (50% + 1 share of the total of the 14,288,102
shares outstanding at the Record Date) (2)
Shares Represented in Person and by Proxy at the Meeting (2) 21,133,524
2. VOTING
(A) Proposal to approve an Amendment of the Company's Bylaws to provide
for a variable number of from five to nine directors:
Votes For 13,559,513
Votes Against 7,113,411
Abstentions 259,914
Broker Non-votes 0
Affirmative Votes Required to Approve (3)(4) 14,288,102
(B) Proposal to ratify the selection of Ernst & Young, LLP as the
Company's auditors for the year ending July 31, 2002:
Votes For 20,716,359
Votes Against 50,652
Abstentions 111,499
Broker Non-votes 0
Affirmative Votes Required to Approve (4)(5) 10,439,256
(C) Election of Five Directors of the Company:
The following five nominees received the highest number of
affirmative votes and have been elected:
Joseph Saline
Votes For (6) 15,903,342
Ian B. Carter
Votes For (6) 14,330,071
Junona A. Jonas
Votes For (6) 13,966,960
Craig G. Goodman
Votes For (6) 13,875,577
Robert C. Perkins
Votes For (6) 13,855,645
Other nominees who received votes:
Bradley L. Gates
Votes For (6) 13,764,054
Kevin Biswell
Votes For (6) 13,268,622
Don Coltrain
Votes For (6) 2,467,091
Frank Kostlan
Votes For (6) 649,871
Mike Doak
Votes For (6) 522,701
Steve Kumar
Votes For (6) 451,504
John Schroeder
Votes For (6) 393,578
/s/ SCOTT A. PETTERSON
Date: January 18, 2002 -----------------------------------
Scott A. Petterson
Inspector of Election
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(1) Includes 452,000 shares per an interim court order. These shares are not
reflected on the Company's books and records as issued and outstanding.
(2) Each preferred share is entitled to one vote.
(3) The affirmative vote of the holders of a majority of the outstanding
shares entitled to vote on the proposal is required for approval of this
proposal.
(4) Abstentions are counted as votes against any proposal as to which a
shareholder abstains. Non-votes have no effect on the voting with respect
to any proposal as to which there is a non-vote.
(5) The affirmative vote of the holders of a majority of the votes cast on the
proposal is required for approval of this proposal.
(6) Cumulative voting was in effect with respect to the election of directors.
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