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 23, 2013
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. | 59-2449419 | ||
700 Universe Boulevard Juno Beach, Florida 33408 (561) 694-4000 | ||||
State or other jurisdiction of incorporation or organization: Florida
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) | As described in Item 5.07 of this Current Report on Form 8-K, on May 23, 2013, at the NextEra Energy, Inc. 2013 Annual Meeting of Shareholders, the shareholders of NextEra Energy, Inc. (NextEra Energy or the Company) approved, as required by Internal Revenue Code section 162(m), the material terms for payment of performance-based annual incentive compensation under the NextEra Energy, Inc. 2013 Executive Annual Incentive Plan (2013 Annual Incentive Plan). The 2013 Annual Incentive Plan had been approved by NextEra Energy's Board of Directors on October 12, 2012, subject to receipt of shareholder approval of the material terms, and, following receipt of shareholder approval, became effective as of January 1, 2013. |
A description of the material terms of the 2013 Annual Incentive Plan is set forth in Proposal 3, under the heading “Approval, as required by Internal Revenue Code section 162(m), of the material terms for payment of performance-based annual incentive compensation under the NextEra Energy, Inc. 2013 Executive Annual Incentive Plan” in the Company's definitive proxy statement on Schedule 14A for the 2013 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2013.
The 2013 Annual Incentive Plan was filed as Exhibit 10(c) to the Company's Current Report on Form 8-K filed on October 12, 2012, and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) | The Company held its 2013 Annual Meeting of Shareholders (2013 Annual Meeting) on May 23, 2013 in Dallas, Texas. At the 2013 Annual Meeting, the Company's shareholders approved four proposals and did not approve a shareholder proposal. The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A for the 2013 Annual Meeting, filed with the Securities and Exchange Commission on April 5, 2013. |
(b) | The final voting results with respect to each proposal voted upon at the 2013 Annual Meeting are set forth below. |
Proposal 1
The Company's shareholders elected each of the twelve nominees to the Board of Directors for a one-year term by a majority of the votes cast, as set forth below:
FOR | % VOTES CAST FOR | AGAINST | % VOTES CAST AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||
Sherry S. Barrat | 287,841,415 | 99% | 3,073,612 | 1% | 912,637 | 67,274,126 | ||||||
Robert M. Beall, II | 287,195,360 | 99% | 3,669,095 | 1% | 963,209 | 67,274,126 | ||||||
James L. Camaren | 287,647,091 | 99% | 3,234,134 | 1% | 946,439 | 67,274,126 | ||||||
Kenneth B. Dunn | 289,384,610 | 99.5% | 1,509,575 | 0.5% | 933,479 | 67,274,126 | ||||||
Lewis Hay, III | 286,611,268 | 99% | 4,280,416 | 1% | 935,980 | 67,274,126 | ||||||
Toni Jennings | 288,779,830 | 99% | 2,132,184 | 1% | 915,650 | 67,274,126 | ||||||
James L. Robo | 288,443,027 | 99% | 2,441,310 | 1% | 943,327 | 67,274,126 | ||||||
Rudy E. Schupp | 288,332,113 | 99% | 2,510,772 | 1% | 984,779 | 67,274,126 | ||||||
John L. Skolds | 289,414,161 | 99.5% | 1,438,059 | 0.5% | 975,444 | 67,274,126 | ||||||
William H. Swanson | 289,625,522 | 99.6% | 1,199,277 | 0.4% | 1,002,865 | 67,274,126 | ||||||
Michael H. Thaman | 289,319,624 | 99.5% | 1,527,667 | 0.5% | 980,373 | 67,274,126 | ||||||
Hansel E. Tookes, II | 279,779,715 | 96% | 11,061,902 | 4% | 986,047 | 67,274,126 | ||||||
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Proposal 2
The Company's shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2013, with 99% of votes cast voting “for” and 1% of votes cast voting “against,” as set forth below:
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
353,553,258 | 4,441,459 | 1,107,073 | — | |||
Proposal 3
The Company's shareholders approved, as required by Internal Revenue Code section 162(m), the material terms for payment of performance-based annual incentive compensation under the 2013 Annual Incentive Plan, with 96% of votes cast voting “for”, 3% of votes cast voting “against” and 1% of votes abstaining, as set forth below. Internal Revenue Service regulations require that, in order for compensation paid under the 2013 Annual Incentive Plan to certain officers to be deductible for federal income tax purposes, the proposal must receive the approval of the majority of votes cast, including abstentions.
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
280,211,501 | 9,808,482 | 1,807,681 | 67,274,126 | |||
Proposal 4
The Company's shareholders approved, by non-binding advisory vote, NextEra Energy's compensation of its named executive officers as disclosed in the proxy statement for the 2013 Annual Meeting, with 96% of votes cast voting “for” and 4% of votes cast voting “against,” as set forth below:
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
276,117,764 | 10,439,194 | 5,270,706 | 67,274,126 | |||
Proposal 5
The Company's shareholders did not approve a shareholder proposal related to a policy regarding the storage of nuclear waste, with 5% of votes cast voting “for” and 95% of votes cast voting “against,” as set forth below:
FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||
13,610,861 | 262,388,141 | 15,828,662 | 67,274,126 | |||
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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 29, 2013
CHARLES E. SIEVING | ||
Charles E. Sieving | ||
Executive Vice President & General Counsel | ||
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