Progress Energy 2009 Annual Report Download - page 143

Progress Energy Proxy Statement
5
The election of directors will be determined by a majority of the votes cast at the Annual Meeting at which
a quorum is present. This means that the number of votes cast “FOR” a director must exceed the number of votes
cast “AGAINST” that director in order for the director to be elected. Abstentions and broker nonvotes, if any, are
not treated as votes cast and, therefore, will have no effect on the proposal to elect directors. Shareholders do not
have cumulative voting rights in connection with the election of directors.
Valid proxies received pursuant to this solicitation will be voted in the manner specified. Where
specifications are not made, the shares represented by the accompanying proxy will be voted “FOR” the election
of each of the 14 nominees. Votes (other than abstentions) will be cast pursuant to the accompanying proxy for the
election of the nominees listed above unless, by reason of death or other unexpected occurrence, one or more of
such nominees shall not be available for election, in which event it is intended that such votes will be cast for such
substitute nominee or nominees as may be determined by the persons named in such proxy. The Board of Directors
has no reason to believe that any of the nominees listed above will not be available for election as a director.
The Board of Directors, acting through the Governance Committee, is responsible for assembling for
shareholder consideration a group of nominees that, taken together, have the experience, qualifications, attributes
and skills appropriate for functioning effectively as a board. The Governance Committee regularly reviews the
composition of the Board in light of the Company’s changing requirements and its assessment of the Board’s
performance. A discussion of the characteristics the Governance Committee looks for in evaluating director
candidates appears in the “Governance Committee Process for Identifying and Evaluating Director Candidates”
section on page 18 of this Proxy Statement.
The names of the 14 nominees for election to the Board of Directors, along with their ages, principal
occupations or employment for the past five years, directorships of public companies held during the past five years,
and disclosures regarding the specific experience, qualifications, attributes or skills that led the Board to conclude
that such individual should serve on the Board, are set forth below. Messrs. John D. Baker II and Melquiades
R. “Mel” Martinez, who were elected by the Board on September 17, 2009 and March 1, 2010, respectively, are
directors standing for election to the Board by our shareholders for the first time. Mr. Baker was recommended to
the Governance Committee by one of our non-management directors, and Mr. Martinez was recommended to the
Governance Committee by William D. Johnson, who is our Chairman of the Board, President and Chief Executive
Officer. (Carolina Power & Light Company d/b/a Progress Energy Carolinas, Inc. (“PEC”) and Florida Power
Corporation d/b/a Progress Energy Florida, Inc. (“PEF”), which are noted below, are wholly owned subsidiaries of
the Company.) Information concerning the number of shares of our Common Stock beneficially owned, directly or
indirectly, by all current directors appears on page 10 of this Proxy Statement.
The Board of Directors recommends a vote “FOR” each nominee for director.
Nominees for Election
JOHN D. BAKER II, age 61, is President and Chief Executive Officer of Patriot Transportation Holding,
Inc., which is engaged in the transportation and real estate businesses. He has served in these positions since
November 2007. Mr. Baker was President and Chief Executive Officer of Florida Rock Industries, Inc., a producer of
cement, aggregates, concrete and concrete products from 1997 to 2007. As a lawyer and business executive with more
than 35 years of experience in the construction materials and trucking industries, Mr. Baker brings business insight
and expertise that will be valuable to the Company as it navigates a complex and changing business environment.
Mr. Baker has served as a director of the Company since September 17, 2009 and is a member of the Board’s Finance
Committee and the Organization and Compensation Committee.
Other public directorships in past five years:
Patriot Transportation Holding, Inc. (1986 to present)
Wells Fargo & Company (January 2009 to present)
Vulcan Materials Co. (November 2007 until February 2009)
Wachovia Bank, N.A. (2001 to December 2008)
Florida Rock Industries, Inc. (1979 until November 2007)
Hughes Supply, Inc. (1994 until 2006)