SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-12
SEMCO ENERGY, 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)(4) 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:
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[SEMCO ENERGY LOGO]
March 14, 2002
NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS
TO BE HELD ON APRIL 16, 2002
To the Common Shareholders of SEMCO ENERGY, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of SEMCO
Energy, Inc. (the Company) will be held at the McMorran Auditorium, 701 McMorran
Boulevard, Port Huron, Michigan (see map on back), on Tuesday, April 16, 2002 at
2:00 p.m. (EDT), for the following purposes:
1. To elect four members to the Board of Directors.
2. To transact any other business which properly comes before the
meeting.
Only Common Shareholders of record at the close of business on February 19,
2002 may vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU CAN ENSURE YOUR SHARES
ARE REPRESENTED AT THE MEETING BY PROMPTLY COMPLETING, SIGNING, DATING AND
RETURNING YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR YOU MAY
SUBMIT YOUR PROXY WITH VOTING INSTRUCTIONS BY TELEPHONE IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE ACCOMPANYING PROXY CARD. TO PREVENT DUPLICATION, PLEASE DO
NOT SUBMIT YOUR PROXY BOTH BY MAIL AND BY PHONE. IF YOU ATTEND THE MEETING, YOU
MAY VOTE IN PERSON WHETHER OR NOT YOU HAVE SUBMITTED YOUR PROXY.
By order of the Board of Directors
Sherry L. Abbott, Corporate Secretary
28470 13 Mile Road, Suite 300, Farmington Hills, Michigan 48334 (248)
702-6000
TABLE OF CONTENTS
<Table>
Notice of Annual Meeting of Stockholders.................... 1
Proxy Statement............................................. 3
Stock Outstanding and Voting Rights......................... 3
Item 1 -- Election of Directors............................. 5
Information About Directors and Executive Officers.......... 6
Committees of the Board of Directors and Meeting
Attendance................................................ 8
Section 16(a) Reporting Requirements........................ 9
Compensation of Executive Officers and Directors............ 9
Summary compensation table................................ 9
Option grants in 2001..................................... 10
Options outstanding at December 31, 2001.................. 10
Employment and related agreements......................... 10
Employee pension plan..................................... 11
Supplemental pension plan for executives.................. 11
Total pension benefits.................................... 12
Deferred compensation agreements for executives........... 12
Director compensation..................................... 12
Compensation Committee Report on Executive Compensation..... 13
Performance Graph........................................... 15
Report of the Audit Committee............................... 15
Independent Public Accountants.............................. 16
Shareholder Proposals....................................... 16
Other Business.............................................. 16
Back
Meeting Location Map........................................ Cover
</Table>
2
[SEMCO ENERGY LOGO]
28470 13 Mile Road, Suite 300, Farmington Hills, MI 48334
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of SEMCO Energy,
Inc. (the Company) for use at the Annual Meeting of Common Shareholders on
Tuesday, April 16, 2002, at 2:00 p.m. (EDT), to be held at the McMorran
Auditorium, 701 McMorran Boulevard, Port Huron, Michigan, and any adjournments
thereof. These proxy materials are being mailed to shareholders on or about
March 14, 2002.
A Shareholder giving the enclosed proxy may revoke it any time before it is
voted by executing a subsequent proxy, by written notice to the Company, or by
voting in person at the meeting.
The Company will bear the cost of soliciting proxies, including charges and
expenses of brokerage firms and others for forwarding proxy material to
beneficial owners of stock. In addition to mailings, proxies may be solicited by
personal interview, telephone or otherwise by employees. The Company may also
retain outside organizations to assist in soliciting proxies.
A copy of the Company's 2001 Annual Report is enclosed.
STOCK OUTSTANDING AND VOTING RIGHTS
Only Common Shareholders of record at the close of business on February 19,
2002 (the record date) may vote at the meeting.
The Company had approximately 18,355,000 shares of Common Stock (Common
Shares) outstanding on the record date. A majority of the Common Shares
constitutes a quorum.
To the Company's knowledge, the following person is the only person who
owns beneficially more than 5% of the Common Shares as of the record date.
<Table>
<Caption>
- ----------------------------------------------------------------------------------
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF CLASS
- ----------------------------------------------------------------------------------
Pioneer Global Asset 1,358,067 7.40%
Management S.P.A
Galleria San Carlo 6
20122 Milan, Italy
- ----------------------------------------------------------------------------------
</Table>
3
The following table reflects ownership, as of February 19, 2002, of the
number of Common Shares beneficially owned by each director, nominee, current
executive officers named in the Summary Compensation Table (see the Compensation
of Executive Officers and Directors section) and all directors, nominees and
current executive officers as a group.
<Table>
<Caption>
(A) (B) COLUMNS
COMMON EXERCISABLE STOCK A AND B
NAME SHARES(1) OPTIONS(2) COMBINED
---- --------- ----------------- --------
John M. Albertine...................................... 3,436 3,668 7,104
Daniel A. Burkhardt(3)................................. 13,446(5) 6,101 19,547(5)
Edward J. Curtis....................................... 19,650(5) 6,101 25,751(5)
John T. Ferris......................................... 72,780 6,101 78,881
Michael O. Frazer...................................... 8,350 6,101 14,451
John R. Hinton(4)...................................... 100 0 100
Marcus Jackson......................................... 2,469(5) 4,001 6,470(5)
William L. Johnson(4).................................. 18,711 171,862 190,573
Harvey I. Klein........................................ 24,798(5) 6,101 30,899(5)
Jon A. Kosht........................................... 8,612 16,184 24,796
Arnold R. Madigan...................................... 767 5,668 6,435
Frederick S. Moore..................................... 17,663(5) 6,101 23,764(5)
John E. Schneider...................................... 6,690 21,001 27,691
Thomas W. Sherman(3)................................... 0 0 0
Edith A. Stotler....................................... 5,554 6,101 11,655
Donald W. Thomason..................................... 16,079(5) 6,101 22,180(5)
All directors, nominees and current executive officers
as a group (20 persons including those named
above)............................................... 241,619(6) 316,378 557,997(6)
</Table>
- ---------------------
(1) Each person has sole power to vote and sell Common Shares shown, except
Shares held jointly with spouses or directly by spouses, minor children, or
certain other relatives, and except as described in (5) below.
(2) This column includes Common Shares that may be acquired by exercising stock
options within 60 days of February 19, 2002.
(3) Mr. Burkhardt, whose term as a director expires on April 16, 2002, is not
seeking reelection. Mr. Sherman has been nominated to replace Mr. Burkhardt.
(4) Mr. Hinton joined the Board on March 1, 2002 and will complete the remainder
of Mr. Johnson's term as a director.
(5) Includes Common Shares held in a Directors' Deferred Compensation Plan
Account as follows:
<Table>
<Caption>
DIRECTORS DEFERRED
NAME COMPENSATION SHARES
---- -------------------
Daniel A. Burkhardt......................................... 9,409
Edward J. Curtis............................................ 15,524
Marcus Jackson.............................................. 2,469
Harvey I. Klein............................................. 11,289
Frederick S. Moore.......................................... 17,140
Donald W. Thomason.......................................... 3,637
</Table>
Shares in this Account may not be voted by the individual directors, but
may be voted by the full Board.
(6) The directors, nominees and current executive officers as a group
beneficially own 1.32% of outstanding Common Shares. Including options
exercisable within 60 days of February 19, 2002, the same group beneficially
owns 3.04% of outstanding Common Shares. Each individual holds less than one
percent of outstanding Common Shares. In 1999, the Board established new
stock ownership guidelines for directors and officers. Within five years of
adoption of the guidelines or within five years of joining the Company,
whichever is later, each non-employee director is expected to own Common
Shares equal in value to five times the director's annual retainer, and each
officer is expected to own Common Shares equal in value to a multiple of the
officer's salary. The multiple is 4.3 for the Chief Executive Officer, 3.0
for the next highest paid officer, and 2.3 for all other officers.
4
ITEM 1 -- ELECTION OF DIRECTORS
Common Shareholders are entitled to cumulative voting for directors. Each
Common Shareholder may cast a number of votes equal to the number of Common
Shares owned, multiplied by the number of directors to be elected. Votes may be
cast for a single nominee or distributed among nominees. Shareholders may vote
their shares cumulatively at the meeting by indicating on the ballot how the
votes are to be distributed among the directors.
The Articles of Incorporation provide for three classes of directors. The
term of office of each class is three years and the term of one class expires
each year. The Bylaws provide for a Board with eleven members. Approximately
one-third of the Board will be elected at each Annual Meeting of Shareholders. A
vacancy can be filled by a vote of the shareholders or by the Board.
Four directors are to be elected at this Annual Meeting. Each of the four
persons receiving the highest number of votes will be elected. Proxies are being
solicited to vote for the election of the following persons:
Edward J. Curtis
Marcus Jackson
Harvey I. Klein
Thomas W. Sherman
Messrs. Curtis, Jackson and Klein are currently serving as directors.
The Board does not expect that any nominee will become unavailable to serve
as a director. Should that occur, however, proxies will be voted for another
person selected by the Board.
The persons named in the enclosed proxy reserve the right to vote proxies
cumulatively to the extent not inconsistent with shareholder direction. As shown
on the proxy, shareholders may direct that their shares be voted for less than
all four of the above-named nominees.
5
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
<Table>
<Caption>
NAME, POSITION* AND DIRECTOR
BUSINESS EXPERIENCE DURING PAST FIVE YEARS AGE SINCE
------------------------------------------ --- --------
NOMINEES (TERMS EXPIRING 2005)
- ------------------------------------------------------------
EDWARD J. CURTIS............................................ 59 1995
President of E.J. Curtis Associates, Inc., a professional
management consulting firm.
MARCUS JACKSON.............................................. 50 1999
Chairman of the Company since March 1, 2002. President and
CEO of the Company since June 2001. Executive Vice
President of Kansas City Power & Light Company (KCPL) from
November 1996 to June 2001. From May 2000 to June 2001,
President of KCPL Power, a wholly-owned subsidiary of
KCPL. From October 1995 to June 2001, Chairman of the
Board of KLT Power, Inc., a second-tier subsidiary of
KCPL. Also held the following positions at KCPL during the
past five years: Chief Financial Officer from January 1999
to December 2000, and Chief Operating Officer from
November 1996 to January 1999.
HARVEY I. KLEIN............................................. 62 1993
President of Global Strategies Group L.C., a private
consulting firm, since 1995.
THOMAS W. SHERMAN........................................... 61 --
Since 1975, Director of Bay State Gas Company, a
wholly-owned subsidiary of NiSource, Inc. NiSource, Inc.,
an Indiana corporation providing gas distribution services
in nine states, acquired Bay State Gas Company in 1999.
Acted as a consultant to NiSource, Inc., from June 2000 to
June 2001. Former Executive Vice President and Chief
Financial Officer of Bay State Gas Company from 1975 to
June 2000.
OTHER DIRECTORS (TERMS EXPIRING 2003)
- ------------------------------------------------------------
JOHN T. FERRIS.............................................. 51 1994
Senior Partner in law firm of Ferris & Schwedler, P.C. in
Bad Axe, Michigan.
MICHAEL O. FRAZER........................................... 63 1986
Attorney practicing in Battle Creek, Michigan.
FREDERICK S. MOORE.......................................... 63 1995
Chairman and President of DSLT Inc., a company engaging in
the real estate development business. Since 1999, Chairman
of Mardale Specialty Foods, LLC Chairman of Diamond
Crystal Specialty Foods, Inc. (Diamond Crystal), which was
a subsidiary of DSLT Inc. until Diamond Crystal's sale in
November 1998.
EDITH A. STOTLER............................................ 55 1987
Personal family financial manager. Partner of Stotler
Grain Company until the partnership was unwound in
December 2001. President of S&I Grain Company (formerly
Homer Grain Company) until the assets of S&I were sold in
July 2000.
OTHER DIRECTORS (TERMS EXPIRING 2004)
- ------------------------------------------------------------
JOHN M. ALBERTINE........................................... 57 2000
Since 1990, Chairman and Chief Executive Officer of
Albertine Enterprises, Inc., an economic forecasting,
public policy, and full-service mergers and acquisitions
firm based in Washington, D.C. Chief Executive Officer of
Jam Shoe Concepts, Inc. Jam Shoe Concepts, Inc. owns 100%
of the assets of a retail family shoe chain with 46 stores
in the midwest. Mr. Albertine holds a Ph.D. in economics
from the University of Virginia. Director of
Intermagnetics General Corporation and Kadant Inc.
JOHN R. HINTON.............................................. 56 2002
Retired in 1999 from the Kellogg Company as Executive Vice
President Administration - Chief Financial Officer.
DONALD W. THOMASON.......................................... 58 1995
Lead Director of the Company since November 1998. Retired
in 1999 from the Kellogg Company as Executive Vice
President Services/Technology.
</Table>
- ---------------------
* Other than Mr. Jackson, each director's and nominee's principal employment is
and has been with a company not affiliated with SEMCO.
6
EXECUTIVE OFFICERS
Information about Mr. Jackson is included with the nominees above. Below is
information (age, present position with the Company and business experience
during the past five years) about the other Executive Officers, the most highly
compensated of whom are included in the Summary Compensation Table in the
section entitled Compensation of Executive Officers and Directors.
LILA R. BRADLEY (age 57) -- Vice President of Human Resources and Public Affairs
since January 2000. Director of Human Resources from March 1998 to January 2000.
Manager of Labor Relations for Burlington Northern Santa Fe Railway from 1988 to
1998.
RUDOLFO D. CIFOLELLI (age 61) -- Senior Vice President and Chief Information
Officer since November 1998 and President of Aretech Information Services, Inc.
(a subsidiary of SEMCO Energy, Inc.) since November 1999. President and Owner of
OACIS, Inc., Bloomfield, Michigan, from June 1996 to October 1998.
ANTHONY M. IZZO (age 41) -- Vice President since April 2001 and President of
ENSTAR Natural Gas Company (a division of SEMCO Energy, Inc.) since March 2001.
Vice President of Engineering and Operations of ENSTAR from December 1999 to
March 2001. City President of the Battle Creek division of SEMCO Energy Gas
Company (a division of SEMCO Energy, Inc.) from January 1997 to December 1999.
WILLIAM L. JOHNSON (age 59) -- Chairman of the Board of Directors from December
1997 until retiring on February 28, 2002. Chief Executive Officer from May 1996
to June 2001. President from August 2000 to June 2001 and between May 1996 and
September 1999.
JON A. KOSHT (age 62) -- Vice President since April 2001. President and Chief
Executive Officer of SEMCO Energy Gas Company (a division of SEMCO) since March
2001. SEMCO Energy Gas Company Division President and Chief Operating Officer
from September 1999 to March 2001. Vice President of Gas Supply and Rates and
Regulatory Affairs from 1995 to September 1999.
ARNOLD R. MADIGAN (age 63) -- Senior Vice President and General Counsel since
August 2000. Served as outside General Counsel to the Company from September
1996 to August 2000.
JOHN E. SCHNEIDER (age 53) -- Senior Vice President, Treasurer and Chief
Financial Officer since January 2002. Vice President from April 2001 to January
2002 and SEMCO Energy Gas Company Division Executive Vice President and Chief
Operating Officer from March 2001 to January 2002. Senior Vice President of
Corporate Development from September 1999 to March 2001. Senior Vice President
of SEMCO Energy Ventures, Inc. (a subsidiary of the Company) from May 1998 to
September 1999. Prior to joining the Company, he was self-employed as a
management and business consultant from 1994 to May 1998.
ROBERT A. STONE (age 59) -- Vice President from April 2001 until retiring
February 15, 2002. From August 2000 to February 15, 2002, President and Chief
Executive Officer of NATCOMM, Inc., a wholly-owned subsidiary of the Company.
From April 2001 to February 15, 2002 and between November 1997 and April 1999,
Vice President of SEMCO Energy Ventures, Inc. ("Ventures"), a wholly-owned
subsidiary of the Company. From September 1999 to April 2001, President and
Chief Operating Officer of Ventures. From April 1999 to September 1999 and
between July 1996 and November 1997, Vice President of SEMCO Energy Gas Company
(a wholly-owned subsidiary of the Company until merging with the Company in
January 2000).
STEVEN W. WARSINSKE (age 46) -- Vice President and Controller since April 2000.
SEMCO Energy Gas Company Division Vice President and Chief Accounting Officer
from February 1998 to April 2000. SEMCO Energy Gas Company Division Vice
President of Accounting and Controller from 1996 to February 1998.
7
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETING ATTENDANCE
Participation in Committees of the Board of Directors as of December 31,
2001, was as follows:
<Table>
<Caption>
NOMINATING AND
NAME AUDIT COMPENSATION FINANCE CORPORATE GOVERNANCE
---- ----- ------------ ------- --------------------
John M. Albertine................................ x xx
Daniel A. Burkhardt.............................. x x
Edward J. Curtis................................. x xx
John T. Ferris................................... x xx
Michael O. Frazer................................ x x
Harvey I. Klein.................................. x x
Frederick S. Moore............................... xx x
Edith A. Stotler................................. x x
Donald W. Thomason............................... x
</Table>
- ---------------------
x Member.
xx Chairman.
The Board held 9 meetings during 2001. Each director attended more than 75%
of the total number of meetings of the Board and Committees on which he or she
served in 2001.
The Audit Committee reviews the independent public accountants' reports and
audit findings, the scope and plans for future audit programs, independence of
the independent accountants, annual financial statements, accounting, financial
and internal controls of the Company, information systems, risk management and
compliance with codes of conduct. The Audit Committee also recommends the choice
of independent public accountants to the full Board. Four Audit Committee
meetings were held in 2001. During the year, the Board examined the composition
of the Audit Committee in light of New York Stock Exchange rules governing audit
committees and confirmed that all members of the Audit Committee are
"independent" within the meaning of the Exchange's new rules.
The Compensation Committee held 8 meetings in 2001. The Compensation
Committee reviews the Company's general compensation strategy and recommends
compensation of executive officers and directors to the full Board. The
Compensation Committee monitors the CEO's officer succession plan and recommends
the election of officers to the full Board.
The Finance Committee serves as liaison between management and the Board on
important financial transactions and financial policy matters. The Committee
reviews and approves the capital budget, financing plan, and significant
securities offerings, prior to Board review. The Finance Committee has approval
power for certain categories of acquisitions and capital projects that are
consistent with the Board approved Strategic Plan. The Finance Committee held 6
meetings in 2001.
The Nominating and Corporate Governance Committee held 4 meetings in 2001.
The Nominating and Corporate Governance Committee recommends directors to serve
on Board committees, candidates for Board membership, personal qualifications
criteria for Board membership, general criteria regarding committee composition,
and changes to Board and Company policies. Recommendations by shareholders of
candidates for Board membership will be considered and should be sent to the
Nominating and Corporate Governance Committee, c/o Ms. Sherry L. Abbott,
Corporate Secretary, 405 Water Street, Port Huron, Michigan 48060.
8
SECTION 16(A) REPORTING REQUIREMENTS
Pursuant to Section 16(a) of the Securities Exchange Act of 1934, directors
and officers must file a form with the Securities and Exchange Commission to
report changes in their ownership of Company stock during the prior month or
year. All such reports were filed timely for 2001. However, a purchase on July
24, 2000 of 54 shares was not reported on Mr. Jackson's Form 5 for 2000 due to
clerical error, but was reported on Form 4 for April 2001 when the error was
discovered.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the compensation
of the Chief Executive Officer and named executive officers.
<Table>
<Caption>
COMMON
NAME AND PRINCIPAL OTHER ANNUAL SHARE ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(2) OPTIONS(3) COMPENSATION(4)
------------------ ---- ------ ----- --------------- ---------- ---------------
MARCUS JACKSON(1)............... 2001 $262,154 $160,000(5) $ 7,000 201,000 $30,617(6)
President and CEO
WILLIAM L. JOHNSON(1)........... 2001 $406,000 $ 0 $ 9,837 25,000 $59,617(7)
Chairman 2000 $383,385 $ 0 $10,950 30,000 $ 6,800
1999 $317,154 $129,000 $ 8,641 20,000 $ 6,400
JON A. KOSHT.................... 2001 $209,615 $ 0 $ 8,423 8,000 $ 5,250
Vice President and President and 2000 $175,187 $ 0 $ 8,254 4,000 $ 6,800
CEO, SEMCO Energy Gas 1999 $120,025 $ 24,282 $ 6,917 3,500 $ 5,642
Company Division
ROBERT A. STONE................. 2001 $199,615 $ 0 $ 7,946 7,000 $60,274(8)
Vice President and President 2000 $176,727 $ 0 $ 7,650 7,000 $ 7,390
and CEO of NATCOMM, Inc. 1999 $138,945 $ 33,768 $ 6,593 7,000 $ 6,400
(a subsidiary of SEMCO Energy,
Inc.)
ARNOLD R. MADIGAN(1)............ 2001 $184,327 $ 0 $ 2,429 7,000 $ 0
Senior Vice President and 2000 $ 72,692 $ 0 $ 1,536 10,000 $ 0
General Counsel
JOHN E. SCHNEIDER............... 2001 $183,887 $ 0 $ 7,351 7,000 $ 6,800
Vice President and Executive 2000 $177,227 $ 0 $ 7,399 7,000 $ 6,800
Vice President and COO, SEMCO 1999 $166,442 $ 41,400 $ 7,150 7,000 $53,603(9)
Energy Gas Company Division
SEBASTIAN COPPOLA(1)............ 2001 $189,519 $ 0 $ 6,040 8,000 $ 6,800
Senior Vice President and CFO 2000 $208,269 $ 0 $ 7,406 8,000 $ 6,800
(until 10/19/01) 1999 $186,346 $107,000(10) $ 7,144 10,500 $ 6,400
</Table>
- ---------------------
(1) Mr. Johnson was Chairman, President and CEO until June 1, 2001, when Mr.
Jackson joined the Company as President and CEO. Mr. Madigan joined the
Company in August 2000. Mr. Coppola left the Company effective October 19,
2001.
(2) Includes the premium and income tax gross up for a life insurance policy.
Also includes stipends in lieu of use of company-provided auto. The annual
stipend ranged from $5,000 to $7,000 in 2001 for the named officers.
(3) Number of Common Shares underlying stock-option awards granted in the
respective year.
(4) Includes Company matching contribution to 401(k) plan and to non-qualified
deferred compensation plan.
(5) Includes a signing bonus of $60,000.
(6) Includes moving expenses of $28,682 for relocation from Kansas.
(7) Includes moving expenses of $52,817 for relocation from the Port Huron area
to the Grand Rapids area.
(8) Includes moving expenses of $53,474 for relocation from the Port Huron area
to the Farmington Hills area.
(9) Includes moving expenses of $47,203 for relocation from California.
(10) Includes a signing bonus of $50,000.
9
OPTION GRANTS IN 2001
<Table>
<Caption>
VALUE WHEN OPTIONS
EXPIRE IF 5% OR 10%
ANNUAL STOCK PRICE
% OF TOTAL APPRECIATION FROM
NUMBER OF COMMON OPTIONS GRANTED EXERCISE DATE OF GRANT
SHARES UNDERLYING TO EMPLOYEES PRICE EXPIRATION ------------------------
NAME OPTIONS GRANTED IN 2001 ($/SH.)(1) DATE(2) 5%(3) 10%(3)
---- ----------------- --------------- ---------- ---------- ----- ------
Marcus Jackson......... 200,000 36.6% $14.37 6/01/11 $1,807,443 $4,580,416
Marcus Jackson......... 1,000 0.2% $14.26 3/01/11 $ 8,968 $ 22,727
William L. Johnson..... 25,000 4.6% $14.35 2/28/05 $ 74,524 $ 159,954
Jon A. Kosht........... 8,000 1.5% $14.35 4/17/11 $ 72,197 $ 182,962
Robert A. Stone........ 7,000 1.3% $14.35 4/17/11 $ 63,172 $ 160,091
Arnold R. Madigan...... 7,000 1.3% $14.35 4/17/11 $ 63,172 $ 160,091
John E. Schneider...... 7,000 1.3% $14.35 4/17/11 $ 63,172 $ 160,091
</Table>
- ---------------------
(1) The exercise price for all stock options granted by the Company is the
market price of the Common Shares at the time options were granted.
(2) One-third of the options become exercisable each of the three years
following the date granted. Each option expires ten years after it was
granted. Due to Mr. Johnson's retirement on February 28, 2002, his options
became fully exercisable for a period of three years from the date of
retirement.
(3) These two columns show what the value of the options would be after ten
years if the market price of the Common Shares increased 5% or 10% each year
for the ten years from the date the options were granted until the options
expired. This table is required by the Securities and Exchange Commission
and does not mean that the Company predicts that these options will have any
such value nor that the market price of Common Shares will increase by any
specific amount. The actual value that these options will have depends
entirely on increases or decreases in the market price of Common Shares and
when the options are exercised.
OPTIONS OUTSTANDING AT DECEMBER 31, 2001
<Table>
<Caption>
NUMBER OF OPTIONS AT VALUE OF OPTIONS AT
DECEMBER 31, 2001(1) DECEMBER 31, 2001(2)
----------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Marcus Jackson................................. 2,001 203,999 $ 0 $ 0
William L. Johnson............................. 120,196 51,666 $ 0 $ 0
Jon A. Kosht................................... 11,018 11,832 $ 0 $ 0
Robert A. Stone................................ 14,351 13,999 $ 0 $ 0
Arnold R. Madigan.............................. 3,334 13,666 $ 0 $ 0
John E. Schneider.............................. 14,001 13,999 $ 0 $ 0
</Table>
- ---------------------
(1) No options were exercised in 2001 by the named executive officers.
(2) Option values are based on the difference between the grant prices of all
options adjusted for stock dividends and the closing price for the Company's
stock of $10.75 per share on December 31, 2001.
EMPLOYMENT AND RELATED AGREEMENTS
Mr. Jackson's employment agreement, which is for a term of five years
ending May 31, 2006, provides for an annual base salary of at least $360,000, a
one-time cash signing bonus of $60,000, a guaranteed cash bonus for 2001 of
$100,000, and thereafter, eligibility for an annual cash incentive bonus with an
annual target of 60% of his annual base salary payable upon attainment of
specific targets. In addition, the agreement provides for options to purchase
200,000 Common Shares at the market value on June 1, 2001. Thereafter, Mr.
Jackson will have an annual target of 50,000 options, based on performance. The
agreement also provides for a severance payment if the Company terminates his
employment other than for "cause", "death" or "disability" or if Mr. Jackson
resigns due to a required relocation of personal residence or a demotion in
position, authority, etc. The severance amount will equal two times Mr.
Jackson's annual salary. The Company will also continue insurance and similar
benefit plans for 24 months, subject to certain limitations.
10
In addition, Mr. Jackson's Employment Agreement provides for an early
retirement "Bridge", designed to compensate Mr. Jackson for the difference
between (a) his projected KCPL pension at the KCPL pension plan early retirement
date and (b) the KCPL pension projected at the KCPL pension plan early
retirement date based on employment termination at May 31, 2001. The Agreement
accordingly provides that the Company shall pay Mr. Jackson an incremental
monthly pension of $5,416.37 per month beginning the first day of the month
coincident with or next following the later of his 55th birthday or the last day
of his employment with the Company.
Mr. Jackson's change-of-control employment agreement has parallel
provisions to his employment agreement except that the severance amount equals
2.99 times his annual base salary and average bonus. All current named executive
officers have change-of-control employment agreements parallel to Mr. Jackson's.
The agreements also provide for the grossed-up payment of any Federal excise
taxes due from the executive officers as a result of any payments received under
the agreements and provide up to three years of continued participation in the
Company's benefit programs.
Mr. Johnson had an employment agreement and a change-of-control employment
agreement with the Company until his retirement on February 28, 2002.
EMPLOYEE PENSION PLAN
Each named executive officer above participates in an Employee Pension
Plan, which is available to non-union employees generally.
At age 65, a Pension Plan participant can receive an annual pension equal
to 1.4% of his average five-year adjusted compensation multiplied by his years
of service. Thus, after 25 years, the Pension Plans provides a benefit based on
35% of such average compensation. Adjusted compensation includes salary and
bonus, but excludes fringe benefits, expense reimbursements, bonuses to pay
taxes on fringe benefits, and similar types of compensation. These benefits are
not subject to any deduction for Social Security or other offset.
As of January 1, 2002, years of service earned were as follows: Mr.
Jackson -- 0.6 years, Mr. Johnson -- 5.6 years, Mr. Kosht -- 14.6 years, Mr.
Stone -- 5.4 years, Mr. Madigan -- 1.4 years, and Mr. Schneider -- 3.6 years.
SUPPLEMENTAL PENSION PLAN FOR EXECUTIVES
Each named executive officer above is a party to the Supplemental Executive
Retirement Plan ("SERP"), which provides for additional retirement benefits for
fifteen years after five years of service. If the executive officer retires at
age 65, yearly payments will equal 50% of his last base salary. An executive
officer retiring before age 65, but after 55, can receive from 30% (age 55) to
48% (age 64) of base salary.
The SERP also provides pension benefits which could not be provided by an
Employee Pension Plan because of the limit on compensation ($170,000 in 2001).
In addition, the SERP provides protection for the named officers in the event of
a Change in Control by requiring the funding of a Rabbi Trust (under certain
circumstances) and vesting of benefits (under other circumstances) before age 55
and before 5 years of service.
Pursuant to Mr. Johnson's Employment Agreement, as amended, Mr. Johnson's
SERP Executive Security Agreement was amended to provide that the monthly
retirement benefit provided for thereunder shall be equal to $16,667 per month,
less the amount of the monthly benefit paid or payable under the Company's
qualified pension plan.
11
TOTAL PENSION BENEFITS
The following table sets forth the estimated annual benefits payable at
normal retirement age (65) under the Pension Plan and SERP combined. Benefits
under the SERP are paid for 15 years. Benefits under the Employee Pension Plan
last for the life of the executive.
<Table>
<Caption>
FINAL BASE
SALARY* YEARS OF SERVICE
- ---------- ----------------------------------------
5 10 15 20
- -- -- --
$150,000 $85,500 $ 96,000 $106,500 $117,000
200,000 114,000 128,000 142,000 156,000
250,000 142,500 160,000 177,500 195,000
300,000 171,000 192,000 213,000 234,000
350,000 199,500 224,000 248,500 273,000
400,000 228,000 256,000 284,000 312,000
450,000 256,500 288,000 319,500 351,000
500,000 285,000 320,000 355,000 390,000
</Table>
- ---------------------
* Final Base Salary means the base salary for the executive at time of
retirement. The SERP benefit is based on final base salary. The smaller
benefit from an Employee Pension Plan is based on five-year average
compensation (salary plus bonus). This table assumes that an executive's final
base salary will approximate his five-year average compensation.
DEFERRED COMPENSATION AGREEMENTS FOR EXECUTIVES
During 2001, each named executive officer above was eligible to participate
in the Company's Deferred Compensation Plan. This Plan was open only to certain
management and executive employees. This Plan allowed participants to defer up
to 50% of base salary and up to 100% of the bonus paid pursuant to the Company's
Short-Term Incentive Plan in each year. The Plan was terminated effective
December 31, 2001.
Benefits were normally paid after termination of employment and could be
paid in a lump sum or over a 15-year period. Participants could also elect to
receive a distribution once a year while still employed. However, participants
suffered a penalty of 6% of any such distribution and could not defer
compensation in the following year.
Each participant received interest annually based on one of four formulas.
The participant had to choose the formula applicable for a given year before the
year began. Formula one provided for interest equal to the return on the
Standard & Poors 500 stock index for that year. Formula two provided for
interest equal to 115% of the return on short-term Treasury Bills for that year.
Formula three provided for interest equal to the average of Formulas one and
two. Formula four provided for interest equal to the return that an investor
would have received by purchasing the Company's Common Shares through the
Company's Direct Stock Purchase and Dividend Reinvestment Plan.
During 2001, Messrs. Coppola and Kosht deferred compensation pursuant to
this Plan. Mr. Stone participated in the Plan, but did not defer additional
compensation during 2001.
DIRECTOR COMPENSATION
Annual Compensation
For their services on the Board, non-employee directors are paid a retainer
of $1,000 per month. Prior to March 2001, Board Committee Chairmen received an
additional retainer of $200 per month; beginning March 1, 2001, the additional
retainer became $400 per month. Prior to March 2001, the Lead Director received
an additional retainer of $1,250 per month; beginning March 1, 2001, the
additional retainer became $1,700 per month.
Meeting Fees
Prior to March 2001, each non-employee director received $700 per meeting
attended. Beginning March 1, 2001, meeting fees were raised to $1,000 for each
Board meeting attended and $800 for each
12
Board Committee meeting attended by Committee members. Prior to March 2001,
Board Committee Chairmen each received an additional meeting fee of $175 per
Committee meeting chaired. Beginning March 1, 2001, the additional meeting fee
paid to Board Committee Chairmen for chairing Committee meetings was $200 per
Committee meeting chaired. Directors are reimbursed for expenses incurred in
attending Board and Committee meetings.
In addition to the Board and Committee meetings, the Board held 2 strategic
planning sessions during 2001 for which they were compensated as regular Board
meetings.
Other Compensation
Non-employee directors who were members of the Board prior to 1996 may
participate in the Company's medical program. Directors who join the Board after
1995 may not participate in the medical program. Directors who do not
participate in the Company's medical program receive a grant of $3,850 worth of
Common Shares each year.
In 2001, the Board adopted a Stock Grant Plan for Non-Employee Directors,
pursuant to which each non-employee director receives a grant of 500 Common
Shares each year while a member of the Board.
Non-employee directors also accrue $3,000 per year under a non-qualified
defined contribution plan, which is payable after leaving the Board. Interest
accrues at 8% per annum.
In addition to his compensation as Lead Director, Mr. Thomason received
$15,000 in special compensation for his efforts in negotiating certain
agreements.
Deferred Compensation
Under the Deferred Compensation and Common Stock Purchase Plan for
Non-Employee Directors, directors' cash compensation may be deferred for each
upcoming year. If deferred, compensation accrues interest at the prime rate or
is invested in newly issued Common Shares with dividends reinvested through the
dividend reinvestment plan. Six directors deferred some or all cash compensation
for 2001, which was used to purchase Common Shares. Three directors have chosen
to purchase Common Shares by deferring some or all cash compensation for 2002.
Stock Options
Each non-employee director also receives an annual grant on each March 1 of
non-qualified stock options exercisable at fair market value on date of grant to
acquire 1,000 Common Shares under the Long-Term Incentive Plan. Upon joining the
Board, new non-employee directors also receive such a grant. Thus, a
non-employee director joining the Board prior to the date options are granted to
all directors for the year will receive two grants within the same year.
However, no grant of stock options will be made to directors who are known to be
leaving the Board within six months after the grant date. Such stock options
become exercisable one-third each year for three years and expire ten years from
the date of grant.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") is responsible for recommending to
the full Board the compensation of Executive Officers. The Committee is composed
of four non-employee directors. The Committee intends to provide salary and
other non-incentive compensation for an executive, equal to the average of that
paid to executives with similar experience, responsibilities and authority in a
peer group including other utility companies (Peer Group). Incentive plans
provide each executive with an opportunity for above-average total compensation,
if financial targets or other performance goals are exceeded.
All base salaries of Executive Officers, including those shown in the
"Salary" column of the above Compensation Table, were approved by the Committee.
Upon becoming an employee and in addition to base salary, Mr. Jackson
received a one-time signing bonus of $60,000 and stock options for 200,000
Common Shares at market value on the date of hire.
13
Pursuant to the terms of Mr. Jackson's Employment Agreement, he is
guaranteed a $100,000 cash bonus for 2001 and will have an annual target bonus
of 60% of base salary thereafter, based on performance.
Under the Company's Short-Term Incentive Plan and pursuant to the terms of
the amendment of Mr. Johnson's Employment Agreement, Mr. Johnson was eligible
for a cash bonus of up to 40% of his base salary if the Company met target
earnings for the year. If the Company achieved 108% or more of target earnings,
Mr. Johnson was eligible for a cash bonus of up to a maximum of 72% of his base
salary. Bonuses for Mr. Johnson were based on the Company's performance (80%)
and on his individual performance (20%).
Bonuses under the Company's Short-Term Incentive Plan for other Executive
Officers range from 25% of base salary if the Company achieves target earnings
to 63% of base salary if the Company achieves at least 108% of target earnings.
Bonuses for other Executive Officers are based on the Company's performance,
their individual performance and a discretionary amount.
Incentive awards in lieu of bonuses under the Short-Term Incentive Plan may
be granted by the Board in unusual circumstances. Only unusual circumstances
outside the control of Executive Officers are considered. Such circumstances may
include, for example, significantly warmer than normal weather.
Pursuant to the terms of Mr. Jackson's Employment Agreement, he will have
an annual target of 50,000 stock options, based on performance. Such options are
subject to the provisions of the Company's Long-Term Incentive Plan (LTIP) and
Stock Option Plan of 2000 (SOP) and successor plans in effect at the date of
grant.
The LTIP was approved by the shareholders at the Annual Meeting held April
15, 1997. Awards to Mr. Jackson and other Executive Officers are based primarily
on Company performance. However, business unit performance and individual
performance are also considered. Maximum awards of stock options to other
Executive Officers under the LTIP range from 5,250 to 10,500 shares.
The SOP allows stock options to be granted in excess of the LTIP maximum
number to the extent deemed appropriate by the Committee. However, no single
person may be issued SOP stock options relating to more than 1% of outstanding
Common Shares at the time of grant and no more than 5% of outstanding Common
Shares may be issued pursuant to exercises of options granted under any non-
shareholder approved option plan.
Further detail regarding compensation is shown under "Compensation of
Executive Officers and Directors."
All decisions of the Committee regarding executive compensation are
reviewed by the full Board.
COMPENSATION COMMITTEE
John T. Ferris, Chairman
Edward J. Curtis
Harvey I. Klein
Donald W. Thomason
14
PERFORMANCE GRAPH
The following graph compares cumulative total returns (assuming
reinvestment of dividends). The stock price performance shown is not necessarily
indicative of future price performance. The graph assumes the investment of $100
in the Company's Common Shares, the stocks representing the Edward Jones (EJ)
index and the stocks representing the S&P 500 index on December 31, 1996. The
Company's Common Shares closed at $10.75 per share on December 31, 2001.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG STOCK OF SEMCO ENERGY, INC.,
S&P 500 INDEX AND
EDWARD JONES NATURAL GAS DIVERSIFIED COMPANY INDEX
[PERFORMANCE GRAPH]
<Table>
<Caption>
YEAR END SEMCO ENERGY, INC. EJ INDEX S&P 500 INDEX
- -------- ------------------ -------- -------------
1996 100.00 100.00 100.00
1997 107.00 125.00 133.00
1998 106.00 115.00 171.00
1999 81.00 118.00 207.00
2000 113.00 162.00 188.00
2001 83.00 152.00 166.00
</Table>
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors has oversight responsibility
for the Company's financial reporting processes and the quality of its financial
reporting. The specific responsibilities are outlined in the Audit Committee
Charter. In connection with the December 31, 2001, financial statements, the
Audit Committee: (1) reviewed and discussed the audited financial statements
with management and the independent auditors, (2) discussed with the independent
auditors the matters required by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants, and (3) received and
reviewed the written disclosures and the letter from the independent auditors
required by Independence Standards Board Statement No. 1, Independence
Discussions with Audit Committees, as amended, and discussed with the auditors
the auditors' independence. Based upon these reviews and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K filed with the SEC.
AUDIT COMMITTEE
Frederick S. Moore, Chairman
John M. Albertine
John T. Ferris
Edith A. Stotler
15
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP (Arthur Andersen) has been the principal auditor for
the Company and its predecessor for over forty-five (45) years and has been
appointed by the Board of Directors to continue in that capacity during 2002.
During fiscal year 2001, Arthur Andersen was retained to provide services in the
following categories and amounts:
<Table>
AUDIT FEES.................................................. $372,000
FINANCIAL INFORMATION AND SYSTEMS DESIGN AND IMPLEMENTATION
FEES...................................................... 0
ALL OTHER FEES:
Audit-related fees(a)..................................... $ 85,800
Other fees................................................ 5,800
--------
Total all other fees................................... $ 91,600(b)
TOTAL FEES........................................... $463,600
========
</Table>
- ---------------------
(a) Audit-related fees include benefit plan audits, accounting consultation,
various attest services under professional standards, assistance with
securities offerings and comfort letters.
(b) The Audit Committee has considered whether the provision of non-audit
services by the Company's principal auditor is compatible with maintaining
auditor independence and has determined that auditor independence has not
been compromised.
A member of Arthur Andersen will be available at the Shareholders Meeting
to make a statement if he so desires and to answer appropriate questions.
SHAREHOLDER PROPOSALS
A shareholder's proposal to be included in the proxy statement and proxy
for the year 2003 annual meeting of shareholders must be received at the
Company's principal executive office no later than November 8, 2002.
For any shareholder proposal that is not submitted for inclusion in next
year's proxy statement, but is instead sought to be presented at the 2003 annual
meeting, SEC rules will permit management to vote proxies in its discretion if
the Company: (1) receives notice of the proposal before the close of business on
January 22, 2003, and advises shareholders in the 2003 proxy statement about the
nature of the matter and how management intends to vote on such matter; or (2)
does not receive notice of the proposal prior to the close of business on
January 22, 2003.
Proposals and notices of intention to present proposals should be addressed
to: Ms. Sherry L. Abbott, Corporate Secretary, 405 Water Street, Port Huron,
Michigan 48060.
OTHER BUSINESS
Management knows of no matters (other than those listed on page 1) which
are to be brought before the meeting. However, if any other matters are
presented for action, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their judgment.
It is important that proxies be returned promptly to avoid unnecessary
expenses. Therefore, all Common Shareholders (even those planning to attend the
meeting) are urged, regardless of the number of Common Shares owned, to sign,
date and return the enclosed proxy in the business-reply envelope, also
enclosed, or submit proxy voting instructions by telephone in accordance with
the instructions on the enclosed proxy card. Shareholders attending in person
may withdraw their proxies and vote in person.
16
[MAP OF PORT HURON]
SEMCO ENERGY, INC.
ANNUAL MEETING OF STOCKHOLDERS
TUESDAY, APRIL 16, 2002
2:00 P.M.
MCMORRAN AUDITORIUM
701 MCMORRAN BOULEVARD
PORT HURON
[SEMCO ENERGY, INC. LOGO]
SEMCO ENERGY, INC.
28470 13 MILE ROAD, STE. 300, FARMINGTON HILLS, MI 48334 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
ON APRIL 16, 2002.
The shares of stock you hold in your account or in a dividend reinvestment
account will be voted as you specify on the reverse side.
IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEM 1.
By signing the proxy, you revoke all prior proxies and appoint Roberta S. Floyd
and Catherine P. Solomon (the Named Proxies), and each of them, with full power
of substitution, to vote your shares on the matters shown on the reverse side
and any other matters which may come before the Annual Meeting and all
adjournments.
See reverse for voting instructions.
THERE ARE TWO WAYS TO SUBMIT YOUR PROXY
----------------------
YOUR TELEPHONE CALL AUTHORIZES THE NAMED PROXIES TO VOTE |COMPANY # |
YOUR SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED |CONTROL # |
AND RETURNED YOUR PROXY CARD. ----------------------
BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
- - Use any touch-tone telephone to submit your proxy 24 hours a day, 7 days a
week, until 12:00 noon (ET) on April 15, 2002. If this card relates only to
your Common Shares held in SEMCO's 401(k) Plan or ENSTAR's Thrift Plan, your
telephone call must be made before 5:00 p.m. (ET) on April 11, 2002.
- - You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
- - Follow the simple instructions the voice provides you.
BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided (to SEMCO Energy, Inc., c/o Shareowner Services, P.O. Box 64873, St.
Paul, MN 55164-0873).
IF YOU SUBMIT YOUR PROXY BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD
\/ Please detach here \/
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors: 01 Edward J. Curtis [ ] Vote FOR [ ] Vote WITHHELD
02 Marcus Jackson all nominees from all nominees
03 Harvey I. Klein (except as marked)
04 Thomas W. Sherman
---------------------------------------------------
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, | |
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) | |
---------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
Address Change? Mark Box [ ]
Indicate changes below:
Date
-----------------------------------------
---------------------------------------------------
| |
| |
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Signature(s) in Box
Please sign exactly as your name(s) appears on
Proxy. If held in joint tenancy, all persons must
sign. Trustees, administrators, etc., should include
title and authority. Corporations should provide
full name of corporation and title of authorized
officer signing the proxy.