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 Report (Date of earliest event reported): May 11, 2011
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(Commission File
Number)
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Exact names of registrants as specified in their charters, address of principal executive offices, telephone number and state of incorporation
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(IRS Employer
Identification No.)
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1-15929
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PROGRESS ENERGY, INC.
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56-2155481
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410 S. Wilmington Street
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Raleigh, North Carolina 27601-1748
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Telephone: (919) 546-6111
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State of Incorporation: North Carolina
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1-3382
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CAROLINA POWER & LIGHT COMPANY
d/b/a Progress Energy Carolinas, Inc.
410 S. Wilmington Street
Raleigh, North Carolina 27601-1748
Telephone: (919) 546-6111
State of Incorporation: North Carolina
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56-0165465
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None
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(Former Name or Former Address, if Changed Since Last Report)
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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 5.07 Submission of Matters to a Vote of Security Holders.
Progress Energy, Inc. (“Progress Energy”) and Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) held their respective Annual Meeting of Shareholders on May 11, 2011 to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statements of Progress Energy and PEC. The final voting results from each meeting are set forth below.
Progress Energy Proposal 1: Election of Directors
Having received a majority of the votes cast in accordance with Progress Energy’s Articles of Incorporation, the individuals named below were each elected to serve as directors of Progress Energy for a one-year term expiring in 2012:
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Name
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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John D. Baker II
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132,009,523
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26,919,066
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690,108
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70,264,333
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James E. Bostic, Jr.
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157,523,876
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1,412,279
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682,543
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70,264,333
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Harris E. DeLoach, Jr.
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151,776,651
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7,172,043
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670,002
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70,264,333
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James B. Hyler, Jr.
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154,865,821
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4,075,459
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677,417
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70,264,333
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William D. Johnson
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155,862,086
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3,098,823
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657,788
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70,264,333
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Robert W. Jones
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154,727,153
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4,196,159
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695,385
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70,264,333
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W. Steven Jones
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157,507,944
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1,435,859
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674,894
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70,264,333
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Melquiades R. “Mel” Martinez
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156,984,184
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1,949,505
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685,007
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70,264,333
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E. Marie McKee
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154,314,839
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4,658,971
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643,976
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70,264,333
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John H. Mullin, III
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154,188,370
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4,742,976
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687,351
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70,264,333
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Charles W. Pryor, Jr.
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157,522,067
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1,405,921
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690,709
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70,264,333
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Carlos A. Saladrigas
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157,266,141
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1,644,967
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707,589
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70,264,333
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Theresa M. Stone
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157,447,083
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1,470,067
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701,547
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70,264,333
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Alfred C. Tollison, Jr.
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157,486,373
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1,441,054
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691,270
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70,264,333
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Progress Energy Proposal 2: Advisory (Non-Binding) Vote on Executive Compensation
Having received a majority of the votes cast as set forth below and in accordance with Progress Energy’s By-Laws, the compensation of certain executive officers was approved on an advisory (non-binding) basis.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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147,233,978
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9,729,031
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2,655,687
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70,264,333
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Progress Energy Proposal 3: Advisory (Non-Binding) Vote on the Frequency of Shareholder Votes on Executive Compensation
Having received a majority of the votes cast as set forth below and in accordance with Progress Energy’s By-Laws, the holding of an advisory (non-binding) vote on executive compensation on an annual basis was approved.
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Votes for
1 Year
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Votes for
2 Years
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Votes for
3 Years
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Abstentions
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Broker
Non-Votes
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131,418,813
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1,536,294
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24,328,384
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2,335,205
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70,264,333 |
Based on these results and consistent with the previous recommendation of the Board of Directors of Progress Energy, the Board has determined that Progress Energy will hold an advisory (non-binding) vote on executive compensation on an annual basis.
Progress Energy Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm
Having received a majority of the votes cast as set forth below and in accordance with Progress Energy’s By-Laws, the selection of Deloitte & Touche LLP as Progress Energy’s independent registered public accounting firm for the 2011 fiscal year was ratified.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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226,458,418
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2,543,875
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880,736
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0
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PEC Proposal 1: Election of Directors
The individuals named below were each elected to serve as directors of PEC for a one-year term expiring in 2012:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Jeffrey A. Corbett
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159,899,052
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5,352
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199,650
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William D. Johnson
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159,899,023
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5,381
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199,650
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Jeffrey J. Lyash
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159,898,482
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5,922
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199,650
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John R. McArthur
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159,899,008
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5,396
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199,650
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Mark F. Mulhern
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159,899,022
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5,381
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199,650
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James Scarola
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159,899,040
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5,364
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199,650
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Paula J. Sims
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159,898,790
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5,614
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199,650
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Lloyd M. Yates
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159,898,780
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5,624
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199,650
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PEC Proposal 2: Advisory (Non-Binding) Vote on Executive Compensation
Having received a majority of the votes cast as set forth below and in accordance with PEC’s By-Laws, the compensation of certain executive officers was approved on an advisory (non-binding) basis.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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159,889,585
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11,737
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3,082
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199,650
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PEC Proposal 3: Advisory (Non-Binding) Vote on the Frequency of Shareholder Votes on Executive Compensation
Having received a majority of the votes cast as set forth below and in accordance with PEC’s By-Laws, the holding of an advisory (non-binding) vote on executive compensation on an annual basis was approved.
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Votes for
1 Year
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Votes for
2 Years
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Votes for
3 Years
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Abstentions
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Broker
Non-Votes
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159,887,922
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4,465
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6,741
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5,276
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199,650 |
PEC Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm
Having received a majority of the votes cast as set forth below and in accordance with PEC’s By-Laws, the selection of Deloitte & Touche LLP as PEC’s independent registered public accounting firm for the 2011 fiscal year was ratified.
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Votes
For
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Votes
Against
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Abstentions
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Broker
Non-Votes
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160,100,585
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1,426
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2,043
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0
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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PROGRESS ENERGY, INC. and
CAROLINA POWER & LIGHT COMPANY d/b/a
PROGRESS ENERGY CAROLINAS, INC.
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Registrants
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By:
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/s/ David B. Fountain
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David B. Fountain
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Assistant Secretary
Progress Energy, Inc.
Secretary
Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc.
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Date: May 13, 2011