Progress Energy 2009 Annual Report Download - page 142

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Approval of the proposal to ratify the selection of our independent registered public accounting firm, and other
matters properly brought before the Annual Meeting, if any, generally will require the affirmative vote of a majority of
votes actually cast by holders of Common Stock entitled to vote. Assuming a quorum is present, the number of “FOR”
votes cast at the meeting for this proposal must exceed the number of “AGAINST” votes cast at the meeting in order
for this proposal to be approved. Abstentions from voting and “broker nonvotes” will not count as votes cast and will
not have the effect of a “negative” vote with respect to any such matters.
Approval of the shareholder proposal regarding the adoption of a “hold-into-retirement” policy for equity
awards will require the affirmative vote of a majority of the shares cast on the proposal provided that the total votes
cast on the proposal represents over 50 percent of the shares entitled to vote on the proposal. Abstentions will not have
the effect of “negative” votes with respect to the proposal. Shares held in “street name” that are not voted with respect
to the shareholder proposal regarding the adoption of a “hold-into-retirement” policy for equity awards will not be
included in determining the number of votes cast.
We will announce preliminary voting results at the Annual Meeting. We will publish the final results in a
current report on Form 8-K within four (4) business days of the Annual Meeting. A copy of this Form 8-K may be
obtained without charge by any of the means outlined above for obtaining a copy of our Annual Report on Form 10-K.
PROPOSAL 1—ELECTION OF DIRECTORS
The Company’s amended By-Laws provide that the number of directors of the Company shall be between
eleven (11) and fifteen (15). The amended By-Laws also provide for annual elections of each director. Directors will
serve one-year terms upon election at the 2010 Annual Meeting of Shareholders.
Our Articles of Incorporation require that a candidate in an uncontested election for director receive a majority
of the votes cast in order to be elected as a director (i.e., the number of votes cast “FOR” a director must exceed the
number of votes cast “AGAINST” that director). In a contested election (i.e., a situation in which the number of
nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the
votes cast. Under North Carolina law, a director continues to serve in office until his or her successor is elected or until
there is a decrease in the number of directors, even if the director is a candidate for re-election and does not receive the
required vote, referred to as a “holdover director.” To address the potential for such a “holdover director,” our Board
of Directors approved a provision in our Corporate Governance Guidelines. That provision states that if an incumbent
director is nominated, but not re-elected by a majority vote, the director shall tender his or her resignation to the Board.
The Corporate Governance Committee (the “Governance Committee”) would then make a recommendation to the
Board whether to accept or reject the resignation. The Board will act on the Governance Committee’s recommendation
and publicly disclose its decision and the rationale regarding it within 90 days after receipt of the tendered resignation.
Any director who tenders his or her resignation pursuant to this provision shall not participate in the Governance
Committee’s recommendation or Board of Directors’ action regarding the acceptance of the resignation offer. However,
if all members of the Governance Committee do not receive a vote sufficient for re-election, then the independent
directors who did not fail to receive a sufficient vote shall appoint a committee amongst themselves to consider the
resignation offers and recommend to the Board of Directors whether to accept them. If the only directors who did not
fail to receive a sufficient vote for re-election constitute three or fewer directors, all directors may participate in the
action regarding whether to accept the resignation offers.
Based on the report of the Governance Committee (see page 15), the Board of Directors nominates the
following 14 nominees to serve as directors with terms expiring in 2011 and until their respective successors are elected
and qualified: John D. Baker II, James E. Bostic, Jr., Harris E. DeLoach, Jr., James B. Hyler, Jr., William D. Johnson,
Robert W. Jones, W. Steven Jones, Melquiades R. “Mel” Martinez, E. Marie McKee, John H. Mullin, III,
Charles W. Pryor, Jr., Carlos A. Saladrigas, Theresa M. Stone, and Alfred C. Tollison, Jr.
There are no family relationships between any of the directors, any executive officers or nominees for director
of the Company or its subsidiaries, and there is no arrangement or understanding between any director or director
nominee and any other person pursuant to which the director or director nominee was selected.